**Exhibit 99.6**

 

**Amended 2009 Ethics Policy**

 

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**TELUSETHICS POLICY**

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**February 2009**

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** **

**TELUS Ethics Policy**

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**Table of Contents**

 
| Introduction                                                                                                  |     | 4  |
|---------------------------------------------------------------------------------------------------------------|----------|----|
| Responsibilities                                                                                              |     | 5  |
| Team TELUS                                                                                                    |     | 5  |
| Compliance/Exceptions                                                                                         |     | 5  |
| Managers                                                                                                      |     | 6  |
| Senior Managers (directors and above)                                                                         |     | 6  |
| TELUS Board of Directors Members and Employees who  represent TELUS as Directors on other organization boards |     | 6  |
| Ethics Office                                                                                                 |     | 6  |
| Integrity Work Group                                                                                          |     | 6  |
| Ethical Decision Making                                                                                       |     | 7  |
| *1. Questions to Ask Yourself*                                                                                | * * | 7  |
| *2. Review Guidelines and Policies*                                                                           | * * | 7  |
| *3. Talk to Your Manager*                                                                                     | * * | 8  |
| *4. Expert Assistance*                                                                                        | * * | 8  |
| *5. TELUS EthicsLine*                                                                                         | * * | 8  |
| *6.**Last Resort Resolution*                                                                                  | * * | 10 |
| Ethical Guidelines                                                                                            |     | 11 |
| Customer and Team TELUS  Information                                                                          |     | 11 |
| *Privacy of Communications*                                                                                   | * * | 11 |
| *Confidentiality of Information*                                                                              | * * | 11 |
| Integrity                                                                                                     |     | 14 |
| *Personal and Corporate Integrity*                                                                            | * * | 14 |
| *Human Rights*                                                                                                | * * | 14 |
| *Proprietary Rights and Assets of Others*                                                                     | * * | 14 |
| *Compliance with Laws*                                                                                        | * * | 15 |
| *International Operations*                                                                                    | * * | 15 |
| *Public Safety*                                                                                               | * * | 15 |
| *Environment*                                                                                                 | * * | 15 |
| *Political Activities*                                                                                        | * * | 15 |
| Company  Assets                                                                                               |     | 18 |
| *Company Information*                                                                                         | * * | 18 |
| *Public Disclosure*                                                                                           | * * | 18 |
| *Business Records*                                                                                            | * * | 19 |
| *Financial Transactions*                                                                                      | * * | 19 |
| *Property*                                                                                                    | * * | 19 |
| *Intellectual Property*                                                                                       | * * | 20 |
| *Personal Use of Communication  Devices*                                                                      | * * | 20 |
| Conflict of Interest                                                                                          |     | 23 |
| *Relationships*                                                                                               | * * | 23 |
| *Competition*                                                                                                 | * * | 24 |
| *Future**Business*                                                                                            | * * | 24 |
| *Outside Demands*                                                                                             | * * | 25 |
| *Information*                                                                                                 | * * | 25 |
| *Insider Trading*                                                                                             | * * | 25 |
| *Gifts and Benefits*                                                                                          | * * | 25 |
| Dealing with Suppliers, Contractors, Consultants and Agents                                                   |     | 30 |
| *Selecting Suppliers, Contractors,  Consultants and Agents*                                                   | * * | 30 |
| *Adherence to applicable TELUS policies*                                                                      | * * | 30 |

 

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**AllTELUS team members:**

 

Centralto TELUS’ purpose is to make the future friendly for our stakeholders.  One of the critical elements in realizingthis ambition is to ensure our individual and collective reputation is abovereproach.  *How*wework is just as important as *what*wedo.  Our goal is to demonstrate thehighest level of ethics and integrity in our business dealings with allstakeholders (customers, shareholders, suppliers, colleagues and our communities).  This is a corporate priority and a sharedresponsibility for all TELUS team members as each one of our actions anddecisions affect our company and its reputation.

 

ThisEthics Policy outlines the responsibilities and guidelines that describe the *ethical standard expected of all team members.* In addition,it provides a decision making process supporting the resolution of ethicalissues and identifies members of the TELUS team who are available for help andadvice.  Case studies are provided toillustrate how ethical responsibilities and guidelines apply in everydaysituations.

 

Pleaseread this document carefully and make it an integral part of the way youconduct business at TELUS. You play an important role in representing ourorganization.  Guided by these ethicalstandards, we build trusted relationships with our customers, shareholders,suppliers, fellow team members and the communities in which we live, work andserve.

 

DarrenEntwistle

President and Chief Executive Officer

 

RobertMcFarlane

ExecutiveVice-President and Chief Financial Officer

 

JoshBlair

ExecutiveVice-President, Human Resources

 

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## *** ***

## ***Introduction***

## *** ***

This Policy applies to allof TELUS, including members of the Board of Directors, officers and employeesof TELUS Corporation and its subsidiaries (referred to as Team TELUS or teammembers).

 

It is not intended thatthere be any waivers to this Policy. In the unlikely event that a waiveris considered and granted for an executive officer or member of the Board ofDirectors, it must receive prior approval by the Board of Directors or theirdelegate.  The delegate must be a Boardcommittee.  In such circumstances, anywaivers granted to members of the Board of Directors or executive officers mustbe disclosed subject to the TELUS Policy on Corporate Disclosure andConfidentiality of Information. In the unlikely event that a waiver isconsidered for team members other than an executive officer or a member of theBoard of Directors, prior approval must be received from the SVP GeneralCounsel & Corporate Secretary together with the VP Risk Management &Chief Internal Auditor and must be promptly reported to the Audit Committee ofthe Board of Directors.

 

Inreviewing this Policy, team members are reminded that TELUS reserves the rightto vary, revoke or amend any terms of the Policy as is required by the needs ofthe business.  TELUS will notify teammembers of any amendments to the Ethics Policy prior to the changes becomingbinding. Nevertheless, team members are encouraged to periodically review thisPolicy (at least annually) in order to remain familiar with its terms.  To assist this review, team members arerequired to complete the ethics training module each year.  The Ethics Policy constitutes a term of theemployment contract.

 

ThisPolicy is available on the Company’s intranet and is publicly available on theCompany’s website, at about.telus.com/governance/ethics.html.

 

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## *** ***

## ***Responsibilities***

## *** ***

### **Team TELUS**

### ** **

Allmembers of the TELUS team are expected to act honestly in all dealings, complywith the laws and regulations governing our businesses, and maintain an ethicalwork environment**.***This standard requires that each member of our teamunderstand and apply the guidelines in this policy to everyday actions anddecisions.*

 

At TELUS, we not only dothings right, but we should strive to *do theright things*.  Each member ofour team takes responsibility for their actions including:

 

·                  Observance ofthe guidelines outlined in this and other company policies wherever in theworld we are working

·                  Compliance withapplicable local laws and regulations

 

All business activities should be able to stand up topossible public scrutiny and further investigation if required.

 

Theguidelines in this policy are based upon generally accepted standards ofethical business conduct and applicable civil and criminal laws. The absence ofa guideline covering a particular situation does not relieve any of us from theresponsibility for acting ethically.

 

Team TELUS members, or any person acting under the directionthereof, are prohibited from directly or indirectly taking any action toimproperly influence, coerce, manipulate or mislead the Company’s external orinternal auditors or their representatives.

 

### **Compliance/Exceptions**

### ** **

In situations where theright ethical behaviour is unclear, or where there may be the appearance of acontravention of these guidelines, we support each other in seeking advice and clarification.  If you are unsure as to the ethical course ofaction, you should first discuss the situation with your manager or theapplicable department identified in this policy.

 

If you become aware of apossible violation of the Ethics Policy you are required to report this to theDirector - Ethics and Controls Compliance. For more details please refer to the TELUS EthicsLine section.  Members of the TELUS Board of Directors mayalso advise the Chair of the Board of potential violations. The Chair willrefer the matter to the Director — Ethics and Controls Compliance forinvestigation, resolution and reporting.

 

Failureto act in accordance with the guidelines outlined in this policy may haveconsequences for the individual, may create potential harm to TELUS’ reputationand brand, and may put TELUS at risk for legal penalty. Individual consequencesmay include disciplinary action, up to and including dismissal as well as civiland criminal penalties.  Corporateconsequences may include civil and criminal penalties. Therefore, please regardthe requirement to understand and to act in accordance with the TELUS EthicsPolicy as a most serious matter.

 

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### ** **

### **Managers**

### ** **

In addition to theaforementioned responsibilities, TELUS managers have the additionalresponsibility to:

 

·                  Be familiarwith the TELUS Ethics Policy and resolution procedures

·                  Promote andmaintain a climate in which honest, ethical and legal business conduct is thenorm

·                  Encourage opendiscussion and resolution of all business concerns

·                  Accept andinvestigate reports of possible business misconduct

·                  Maintain,without compromise, our ethical standards in achieving goals and objectives, nomatter how important the goal or objective may be

·                  Review theEthics Policy with teams and colleagues on a regular basis (at least annually)

 

### **SeniorManagers (directors and above)**

### ** **

In addition to theaforementioned responsibilities, TELUS team members who have roles regardinginternal controls and financial reporting and disclosure controls have, asoutlined in the Policy on Corporate Disclosure and Confidentiality ofInformation, the responsibility to make full, fair, accurate, timely andunderstandable disclosure in reports and documents that TELUS files with, orsubmits to, securities commissions and in other public communications made byTELUS.

 

### **TELUSBoard of Directors Members and Employees who represent TELUS as Directors onother organization boards**

### ** **

In addition to theaforementioned responsibilities, but subject to the requirement that suchindividuals comply with their fiduciary obligations as a director of anotherorganization, TELUS Board members have the responsibility to notify the Chairof the Board of TELUS or, in case of TELUS employees who represent TELUS on theBoards of other organizations, the TELUS Integrity Work Group of any potentialperceived conflict of interest or other Ethics Policy issues which arise duringthe course of their Board service.  Inproviding such notice, team members should exercise due care to ensure thatthey act in compliance with their obligations to the other organization and,for example, do not disclose to TELUS any confidential information of suchother organization.

 

### **Ethics Office**

### ** **

The Ethics Office isestablished to provide Team TELUS with a resource regarding ethicalmatters.  This Office conductsinvestigations, provides advice on ethical dilemmas, develops ethics training,establishes and updates appropriate policies, guidelines and processes forTELUS’ expected standards of business conduct, and reports on EthicsLinecomplaints to the Audit Committee of the Board of Directors on a quarterlybasis.

 

### **Integrity Work Group**

### ** **

An Integrity Work Groupoversees the Ethics Policy and annual reporting to senior management and theAudit Committee of the TELUS Board of Directors. If an ethical issue isunresolved, as a body of last resort, the Integrity Work Group is available todiscuss and guide issue resolution and provide input on any ethical situationsbrought forward. Members of the Integrity Work Group include representativesfrom Risk 

 

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Management, Human Resources,Legal Services, Compliance Office and Corporate Security.

 

## ***Ethical Decision Making***

## *** ***

Thispolicy reflects our commitment to high standards of ethical behaviour in ourprofessional and business dealings. The TELUS Ethics Policy is intended as aliving document that supports open and frank discussion and the satisfactoryresolution of ethical dilemmas.

 

Eachof us is responsible for striving to ensure our behaviour is ethical and fortaking steps to resolve ethical dilemmas. The guidelines in this policy areprovided to assist with ethical decision-making. As business becomesincreasingly complex, the policy cannot provide guidance about every possiblesituation.  In these circumstances,discuss your situation with your manager or with colleagues to determine theappropriate, ethical course of action.

 

Ifyou would like to discuss ethics further or have a dilemma with which you wouldlike help, follow the process below, stopping at the point at which yoursituation has been resolved.

 

#### ***1.  Questions to Ask Yourself***

#### ** **

Gatherinformation and then determine if the situation you face is an ethical dilemma.The questions below may help to clarify your situation and ethical action.

 

·      What is myimmediate feeling about this?

·      Does thiscomply with company policies and procedures?

·      Is this legal?

·      Is this anexpected part of my job?

·      How wouldothers perceive this action?

·      Would I orTELUS be embarrassed if this situation were discussed in the media?

·      Would I beputting TELUS or myself at unnecessary risk?

·      What impactwould this have on my or the company’s reputation?

·      Is this takingrevenue or customers away from TELUS?

 

#### ***2.  Review Guidelinesand Policies***

#### ** **

Reviewthe guidelines in this policy and the case studies.  If you need further assistance, consider thefollowing related policies as they may apply to your situation.

 

SigningAuthority Policy

CorporateSecurity Policies and Corporate Security Manual(1)

RespectfulWorkplace Policy

Alcoholand Drug Corporate Policy

TELUSHealth and Safety Policy

EnvironmentalPolicy

 

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(1) Emergisteam members are referred to Emergis security policies until otherwisenotified.

 

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TELUSPrivacy Code

CorporateCredit Card Policy(2)

CorporateDisclosure and Confidentiality of Information

InsiderTrading Policy

RecordsRetention Policy(3)

SocialMedia Guidelines

 

#### ***3.  Talk to YourManager***

#### ** **

Often your manager is in the best position to help you workthrough the dilemma. Your manager is responsible for supporting opendiscussion, working through the ethical questions you have, and guiding youraccess to further assistance as required. In situations where you areuncomfortable talking with your manager, or your manager is unable to help, youshould refer to the next level of management or seek expert assistance asdetailed in the next section.

 

#### ***4.  Expert Assistance***

#### ** **

If you have tried the above sources but still have questions,assistance is available through designated subject matter experts in HumanResources, Legal Services, Privacy, Corporate Security, Regulatory Affairs andCorporate Accounting & Financial Reporting. Names and contact telephonenumbers are listed on the company’s internal website, under Ethics. TELUSInternational Philippines team members should contact their Vice President forHuman Resources.

 

#### ***5. TELUS EthicsLine***

#### ** **

Youmay also contact the TELUS EthicsLine to request guidance or make a good-faithreport about misconduct or a perceived violation of this Policy, anothercompany policy or procedure or a government law or regulation, questionablebusiness practices, potential fraud or accounting or auditing matters that maynot be in compliance with this Policy. Reports may be made anonymously.

 

EthicsLineis staffed by live operators from an independent company who reports the callor web contact to TELUS to enable TELUS to respond to your concerns.  It operates 24 hours a day and 7 days a weekin many languages.

 

Phonetoll free: 1-888-265-4112 in North America. See website for other internationaldialing instructions

 

Web:link from www.telus.ethicspoint.com or company intranet

 

****Handlingof the Report****

 

**For Inquiries:**

 

The Ethics Office will assist team members inethical decision-making by providing guidance concerning this Policy.  The Ethics Office may also refer team membersto or involve subject matter experts within TELUS for assistance.  Inquiries regarding labour relations andemployment matters or customer service complaints will be re-directed asindicated in the section below.

 

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(2) Emergisteam members are referred to the Emergis Travel and Expense Policy untilotherwise notified.

(3) Emergisteam members are referred to the Emergis Document Retention and DestructionPolicy and Procedures.

 

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**For Complaints****:**

 

**a)****    ****Assessment of complaint**

 

The Ethics Office will assess the nature of thecomplaint which will be conducted under the direction of Legal Services inappropriate cases.  The following mattersfor which other remedies exist will not be investigated by the EthicsOffice and will be redirected as follows:

 

·                  **Labour relations issues** — Immediate manager or other members of management

·                  **Employment matters** such as promotions, remuneration, reprimands, suspensions, dismissals,harassment, discrimination  — HumanResources

·                  **Customer service complaints** — Customer Care or Client Care

 

With the exception of issues relating to unioncollective agreements, the Ethics Office will track all complaints, includingthose that are redirected to other areas of expert assistance, until they areresolved.

 

**b)****    ****Investigation**

 

All reports are taken seriously.Each allegation will be promptly investigated by the Ethics Office inconjunction with subject matter experts within TELUS if necessary. The EthicsOffice may request the assistance of TELUS Corporate Security or other departmentsfor investigation of the allegation or other related issues.  If substantiated, the allegation will beresolved through appropriate corrective action and/or discipline. If you chooseto identify yourself, you will be provided with feedback when the Ethics Officehas completed its review. Every effort will be made to maintain confidentialityfor those who contact the Ethics Office or who are accused of a breach of thisPolicy (although disclosure may be necessary in some cases to effectivelyconduct an investigation or support legal proceedings). It is expected that allreports to the Ethics Office will be made in good faith. Deliberately makingfalse claims will result in disciplinary action.

 

**c)****    ****Protectionfor Reporting**

 

Retaliation or retribution againsta team member for contacting the Ethics Office or for assisting orparticipating in an investigation of a complaint violates our ethicalprinciples****and will not betolerated. If you feel you have been retaliated against, you should contactHuman Resources or the Director-Ethics & Controls Complianceimmediately.

 

**d)****    ****Opportunity to Respond**

 

If it has been found that a team member has breached or may likely have breached the Policy,this team member will be informed of the allegations in due course and beprovided the opportunity 1) to respond to them, and 2) where appropriate, tocontribute to the correction of the breach.

 

**e)****    ****Reporting of Breaches**

 

Any breach of the Policy will be reported tosenior management with recommendations for action.  Ethical issues reported to the Ethics Officewill be summarized quarterly and reported to the Audit Committee of the Boardof Directors, together with results of investigations, recommendations andmanagement action.

 

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****f)********    ******File Documentation**

 

Records ofthe report and investigation, including contents of meetings, interviews,results of investigations and other relevant material, will be maintained bythe Ethics Office in a separate file, and managed in accordance with the TELUSPrivacy Code and Record Retention Policy. Disclosure of information will bestrictly limited on a need-to-know basis.

 

#### ***6. ****LastResort Resolution*

#### ** **

If an ethical issue remains unresolved, theIntegrity Work Group is available as the body of last resort to discuss theissue and guide the resolution of any conflict of interest or other ethicalsituation brought forward.  Members ofthe Integrity Work Group are drawn from Risk Management, Human Resources, LegalServices, Compliance Office and Corporate Security.  Their names and contact telephone numbers arelisted on the company’s internal website, under Ethics.

 

The Integrity Work Group has a reporting relationship withthe Audit Committee of the Board of Directors to ensure compliance with this Policy,and a process for reporting potential breaches of the Policy through theDirector — Ethics & Controls Compliance without fear of retribution.

 

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## ***Ethical Guidelines***

## *** ***

### **Customer and Team TELUS Information**

### ** **

#### ***Privacy of Communications***

#### ** **

As a telecommunicationsservice provider we may have access to content of communications transmitted onour facilities.  We protect the privacyof customer communications, ensuring no tampering, intrusion or disclosureexcept as authorized by law. This includes ensuring the content, nature andexistence of telephone calls and data transmissions are not released to thirdparties.

 

Ateam member may intercept a private communication only when such interceptionis necessary for the purpose of providing the service, for the purpose ofquality control checks, to protect the company’s facilities from fraudulentabuse, or when authorized by law.

 

Ifa team member comes across a suspected illegal activity (e.g. childpornography) in the course of their work, they should report it to CorporateSecurity who will determine the appropriate course of action such as reportingto the appropriate authority.

 

#### ***Confidentiality of Information***

#### ** **

We respect customer and teammember related information and protect its security, confidentiality andintegrity. The definition of ‘customer’ includes our direct customers,customers who are also our competitors, third party customers (customers of ourclients), and may include team members who are also our customers. All customerand team member personal information is confidential and may not be disclosedexcept as outlined in the TELUS Privacy Code and permitted by law or byapplicable regulations.

 

Access to customer and teammember personal information is strictly controlled on a “need to know” basisand is used for legitimate business purposes only.

 

TheTELUS Privacy Code and related practices set out guidelines for managingcustomer and team member personal information. Various areas of the company mayhave additional supporting management practices in place. Refer to your managerfor more information.

 

***Case Studies***

 

Problem

 

I sell TELUS products andservices in the business market and, in meeting with a customer in a specificindustry, I learn that this customer has plans to aggressively expand theirbusiness to another city; however this information is not publicly known. Thenext day, I meet with a competitor to this previous day’s customer. Thecompetitor indirectly asks several questions about the first customer’sbusiness strategy. I know if I subtly mention the first customer’s businessplans, I can sell more TELUS products and services.

 

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Action

 

Myjob is to sell TELUS products and services; however, I must not disclose thisconfidential information to my second customer.

 

Problem

 

Werecently hired someone who held an executive position with one of ourcompetitors. This person was deeply involved in planning the competitor’sexpansion strategy, and has information that would be very valuable to us. Canwe ask him to disclose this information?

 

Action

 

Absolutelynot. The new team member has an obligation to protect his former company’sconfidential or proprietary information, just as you would be obliged toprotect the confidential or proprietary information of TELUS if you were toleave the company. You must respect the team member’s personal integrity aswell as his obligation to his former employer.

 

Problem

 

Iam a customer service representative for the residential market. A competitorinformed me that a customer authorized him to obtain information about thecustomer’s service record from TELUS. Should I provide the information?

 

Action

 

Asa general rule, TELUS does not disclose any customer information other thanwhat is listed in published directories: name, address and telephone number.Since only the customer can authorize the release of further information, youshould check that the customer did indeed authorize the competitor’s representativeto obtain the information. If you do not find written authorization, ask thecompetitor’s representative to obtain the customer’s consent in writing andsend it to TELUS.

 

Problem

 

Myfriend calls me at work in the Call Centre to talk about the TV personality whohas just moved to the city.  She asks meto look up his address and phone number since this information is not listed inthe public directory.  Should I look thisup and provide the information?

 

Action

 

Absolutelynot.  Unless you have a business reasonto look up the information, you should not even access this customer’s accountand should certainly not provide the requested information to your friend.

 

Problem

 

Mynext-door neighbour is a good friend of the family of one of my former team memberswho now works for a different manager. My neighbour and I are having a casual conversation one day in my backyard, and my neighbour asks me how my team member is doing.  I explain that he no longer works on my teamand is away from the 

 

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officeon stress leave.  Should I have discussedmy former team member’s status with a close family friend?

 

Action

 

No. It is not appropriate for you to discuss the status of your former team membereven though you know your neighbour is a close family friend.  Team members are reminded that, as a generalrule, it is inappropriate to disclose personal information of our employees fornon-work related purposes.  Of particularconcern is sensitive personal information such as health or financialinformation and information about disciplinary action.  This is contrary to our Privacy Code.

 

Problem

 

TodayI had a challenging experience with a customer and I could not make themhappy.  I have my own blog on our intranetand would like to post my experience so that I can get suggestions from my teammembers on how to handle similar situations. Should I post this?

 

Action

 

Soliciting feedback from your team members is anexcellent idea; however you should act cautiously.  Even though you are posting this internally,you must protect the privacy of your customer. Review what you intend to post to ensure you are not identifying yourcustomer and if in doubt discuss with your manager before posting.

 

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### ** **

### **Integrity**

### ** **

#### ***Personal and Corporate Integrity***

#### ** **

Individually and collectively, our personal integritysupports the honest use of time, funds and property in ethical dealings withco-workers and others. Business needs must take priority in the allocation ofour time at work. Use of company time and property is for business purposesonly unless otherwise authorized by management.

 

We consciously apply highstandards of courtesy, professionalism, and honesty in our interactions with customers,shareholders, suppliers, co-workers and the community. We do not support anyform of corruption, including extortion and bribery. We are fair inrepresenting others’ products and services and do not improperly seek corporatetrade secrets or confidential information belonging to others.  This does not preclude gathering informationwith the owner’s consent or from the public domain.

 

We are committed to freecompetition based upon the merits of our products and services and do notsupport any agreements or actions that restrict or impede fair competition incontravention of applicable law. Competition (anti-trust) law is complex, and global in reach, and itsapplication depends on the facts of a particular case. Legal Services canprovide specific guidelines on addressing contacts with competitors, obtainingand handling data about competitors, participating in trade and professionalassociations, and other competition law issues. In addition, it is often essential to involve legal counsel early in theprocess of developing new commercial initiatives given the many uncertaintiesthat can arise in the application of this area of law.

 

#### ***Human Rights***

#### ** **

We establish and maintain an ethical work place. We treatpeople fairly and respect human rights. We recognize that there are differencesamong individuals that go beyond race and gender, and value the contributionour differences bring to the business. We provide team members with thetraining, tools, and coaching necessary for the job, including the RespectfulWorkplace Policy to which team members are referred for further information.

 

#### ***Proprietary Rights and Assets of Others***

#### ** **

We respect the proprietaryrights and assets of others.  Theseinclude both tangible properties and intangible assets such as those protectedby intellectual property rights. Intellectual property rights include trademarks, copyrights, patents,industrial designs, confidential information, know how and trade secrets.Examples of assets containing intellectual property rights that we may comeacross in our work include, but are not limited to, written materials, logos,creative suggestions, pictures, audio and video products and computersoftware.  We respect licenses andconditions of use that apply to the intellectual property of others. Copyrightmaterials are not copied in whole or in part, or used in violation of any lawor agreement with vendors, licensors or any other party. Software licenseconditions may be included in instruction manuals, in separate documents, or onthe disk itself, and breaking the seal on a disk package may constituteacceptance of the stated agreement.

 

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#### ** **

#### ***Compliance with Laws***

#### ** **

We comply with allapplicable laws and regulations wherever we conduct business.  Team members should be familiar with the lawsand regulations that relate to their work and to comply with them. It is theresponsibility of managers to ensure that members of their team are aware oftheir responsibilities in this regard and to seek advice from Legal Services,Human Resources, Regulatory Affairs or Taxation if they are unsure, especiallyfor transactions that cross international borders.

 

#### ***International Operations***

#### ** **

Manycountries have laws that regulate the import and export of goods, services,software and technology for a variety of reasons, including national securityand foreign policy. We will comply with all the laws of Canada and those ofother countries that may apply, concerning the import and export of goods,services, software and technology.

 

Incountries outside of Canada, customs vary regarding exchanging businesscourtesies, particularly when dealing with government employees.  We understand that government officials areoften prohibited from accepting any gift or entertainment, regardless of value,and that special care needs to be taken in this highly regulated area.  Team members should exercise care to avoidhaving their actions or the actions of their agents being construed as an attemptedbribe or kickback.  Team members consideringmaking payments to government officials outside of Canada must seek advice fromTELUS EthicsLine or Legal Services in advance.

 

#### ***Public Safety***

#### ** **

Whenworking on customer premises and public thoroughfares, we safeguard the rightsand safety of the customer, the public and ourselves as outlined in the Healthand Safety Policy.  We are expected toreport fit for work; such that our ability to work safely is not impaired byalcohol, drugs, medications or any other substance. Our actions in these instancesnot only reflect on us as individuals, but on TELUS as a whole.  Team members are referred to the Alcohol andDrug Corporate Policy for further details.

 

#### ***Environment***

#### ** **

TELUSis committed to being an environmental leader by meeting or surpassing our regulatoryrequirements.  We embrace thisresponsibility to all of our stakeholders by integrating environmentalconsiderations into our business.  Wesupport sustainable development and offer innovative telecommunicationssolutions that include environmental benefits and we look to minimize wastegeneration and energy consumption in all of our activities.  Striving for continuous improvement guidesour approach.

 

Detailedinformation on our commitment to the environment can be found in ourEnvironmental Policy.

 

#### ***Political Activities***

#### ** **

Asprivate citizens, we are free to make contributions to causes, candidates orpolitical parties of our choice. Unless expressly approved by TELUS, we willnot associate 

 

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TELUSwith our personal political activities. TELUS will comply with all relevantlaws regulating its participation in political affairs.  Any political contributions, whether direct,sponsorship or in-kind, made by TELUS are managed through Government Relations.

 

***Case Studies***

 

Problem

 

As an installer, I am calledto an out of town, visibly neglected acreage in an area where TELUS is the onlyservice provider.  The customer, anelderly woman, tells me several times that she is never very comfortable whenthe phone does not work.  It is importantto her, being out in the country, to have reliable service.  I discover her repair is very minor,consisting of a simple adjustment, and I am hesitant to inform her of theservice charge.  I look around her modesthome and feel she cannot afford the service charge.

 

Action

 

Yourcompassion is understandable. However, you should inform your customer of theservice charge. TELUS is legally required to apply tariff charges to everycustomer in areas where there is no local service competition and rates arestill regulated. Also, you are presuming the elderly woman’s financial status.In fact, she may be very able to pay the service charge. If she says she has aproblem paying, you can suggest some of TELUS’ payment options or identifyareas of the company where she can get more information.

 

Problem

 

My manager frequently makesracist comments about one of my co-workers. This personally offends me but,because my manager is involved, I don’t feel I can speak up. What should I do?

 

Action

 

Racistcomments are unacceptable. You have a right to express your disapproval of suchcomments — without fear of reprisal. If you are uncomfortable approaching yourmanager, you should speak to the Respectful Workplace Office in Human Resourcesor your manager’s manager.

 

Problem

 

TELUS, in partnership with asupplier, is offering Canadian-based team members an on-line discount programon the purchase of books, CD’s, and magazines. We would like to place orders,but do not have a PC at home from which to access the web site. A co-workersuggests we use our work PC’s to place our personal orders. We are very busy atpresent dealing with a backlog of ADSL service requests. Is this an appropriateuse of company equipment and time?

 

Action

 

Beinga member of the TELUS team has privileges. From time to time, TELUS offersprograms and incentives specifically for team members. Personal use of companyproperty such as PC’s is permitted, when approved by a team

 

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member’smanager or corporately authorized, to enable team members to take advantage ofthese opportunities. You may use company PC’s to place your orders *since the discount program has been authorized bymanagement.*  Team members arereminded that authorized personal use should not interfere with businesspriorities and should be conducted on personal time.

 

Problem

 

We use a contractor todispose of hazardous materials such as lead. I know the contractor’s crew chief and I get the feeling that they maynot be disposing of the materials correctly, at least not according to thelaw.  Should I care about this?  After all, it is not my company and they areprobably saving us money.

 

Action

 

Yes,you should care.  What the contractor isdoing may expose the company to liability. But even if there would be no liability, we still care.  Improper waste disposal is inconsistent withour commitment to reduce the environmental impact of our activities.  Doing things the right way means not lookingthe other way if you have any reason to think someone we work with is doingsomething wrong.  Not all substances areequally harmful, but all must be properly disposed of.  And we should never “second guess” thelaw.  Do the right thing.  Talk with your supervisor, environmentdepartment or call the EthicsLine.

 

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### ** **

### **CompanyAssets**

### ** **

Companyassets are both physical (people, equipment, real estate, supplies, tools,non-public information, funds) and logical (communication networks, informationsystems, intellectual property, brand, goodwill, reputation).  We take appropriate care to protect teammembers and assets against undue risks, exposures and liabilities.

 

#### ***Company Information***

#### ** **

As members of team TELUS, wehave access to information about our company that belongs to TELUS and is usedby the company for its business. Unless specifically published for externaluse, and public dissemination has occurred, all company records, information,reports, data, plans, processes and methods are considered company informationand are prohibited from disclosure without proper authorization. Access shouldbe limited to those team members with a legitimate business reason to seek theinformation.  Team members are referredto the Corporate Security Policies for further details on the classificationand safeguarding of TELUS’ information assets.

 

Team members, includingmembers who have left the employ of TELUS, must not use or disclose corporatetrade secrets, competitive information or other confidential, proprietaryinformation to benefit themselves or others. In situations where we would bewilling to share information, Legal Services can draw up a confidentialityagreement or license agreement to protect TELUS.

 

No team member shouldknowingly invoke a software program or code that could damage TELUS’information assets. All team members are responsible for taking reasonablemeasures to ensure that software and data is clear of malicious code and safefor use in TELUS’ electronic data processing environment. It is also importantthat you not share your computer access password.

 

***Public Disclosure***

 

TELUS is subject to strictsecurities rules regarding disclosure of financial and other materialinformation to the public. Selective disclosure of confidential information byany team member can create liabilities for TELUS and for that team member. Alldiscussions about TELUS in a public environment should comply with the TELUSPolicy on Corporate Disclosure and Confidentiality of Information, towhich team members are referred for further details.

 

Examples of situations thatmay lead to inappropriate public disclosure include:

 

·                  Participatingin an investment-related discussion forum, chat room, blog or bulletin board onthe Internet.  The team member must notdisclose any confidential or material information about TELUS.

·                  Contact with amember of the investment community or the media.  All inquiries from these groups must bereferred to those team members authorized to communicate on behalf ofTELUS.  For further information, contactInvestor Relations or Public & Community Affairs.

·                  Presentationsto business, educational, community groups or large internal TELUSaudiences.  Team members invited to makesuch presentations should receive approval from the VP Investor Relations priorto accepting the invitation.  

 

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Inaddition, all such public speeches and presentations must be provided inadvance to Investor Relations for review where requested by them.

 

#### ***Business Records***

#### ** **

Accurate, reliable recordsare essential for effective company management to enable us to meet our business,legal and financial obligations. We strive to ensure all reports (whether forexternal or internal use), records, and other data are factual, fair, complete,timely and understandable. Confidential information should be properlyidentified and respected as such. To protect the accuracy of our records, onlylegal and approved software is to be used on TELUS equipment.

 

Every business needs anorderly process for retaining and disposing of records and documents in orderto comply with legal and regulatory requirements.  Team members are referred to the RecordsRetention Policy for guidance on minimum and maximum retention periods, storageof records, suspension of disposal by reason of a potential or on-going litigationor investigation, and where to obtain further information.

 

#### ***Financial Transactions***

#### ** **

It is expected all teammembers understand their role and responsibility for the company’s financialtransactions and records and follow approved procedures to protect, report,control, and accurately reflect these transactions.  Team members are referred to the SigningAuthority Policy for further details.

 

Itis a violation to falsify company records or documents (including, for example,contracts, orders, time sheets, adjustments and expense statements) and tomisuse company-issued credit cards.

 

Teammembers whose duties involve authentication are responsible for the closescrutiny and timely verification of all documents upon which monies are paidout or received.

 

#### ***Property***

#### ** **

We display pride ofownership on behalf of the TELUS team as we protect company facilities,equipment, tools, supplies, vehicles, funds, communication networks andinformation systems against loss, theft, damage, vandalism, neglect,unauthorized use and unauthorized disposal.

 

Team members are expected totake reasonable measures to safeguard access controls such as passwords,identification cards, keys, cards and hand-held user authentication devices. Weare careful not to compromise access security to sites by leaving access doorsopen and unattended, we do not tamper with the network to bypass billing and wedo not make unauthorized charges or credits to customer accounts. Team membersare the first line of defense in protecting TELUS assets.

 

Team members must not makeadjustments to their own accounts or services, or to those of family members,friends, co-workers or acquaintances. Customer facing business units may exercise their discretion toestablish procedures for the adjustment 

 

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of team memberaccounts.  Team members in NetworkOperations may only do so if specifically authorized by trouble ticket orcustomer order.

 

#### ***Intellectual Property***

#### ** **

Ourintellectual property is a valuable TELUS asset. Intellectual property rightsenable TELUS to be known and recognized in the market place and helpdistinguish our products and services from those of our competitors.Intellectual property rights also protect the valuable intangible assetsgenerated or acquired by the TELUS team. At TELUS, we work together to protectour intellectual property just as we respect the proprietary rights of othersas noted above.

 

Intellectualproperty rights include trademarks such as our TELUS name and logo, copyrights,patents, industrial designs, confidential information, know how and tradesecrets. Examples of materials containing intellectual property rights that wemay come across in our work include, but are not limited to, branding, logos,creative suggestions and ideas, pictures, audio and video products, writtenmaterials and computer software.  Whenour team creates intellectual property — individually or as part of a team —this property is owned by TELUS and we work to document the ownership of suchintellectual property.

 

Teammembers should contact Legal Services for further information aboutintellectual property matters or the Brand office for information on use of ourbrand.  Emergis team members are referredto the Emergis Intellectual Property Protection Policy.

 

#### ***PersonalUse of Communication Devices***

#### ** **

Inour future friendly world, communication devices (whether the company’s or ourown) are used for both business and personal purposes.  Electronic communication may occur via a widerange of technologies including, but not limited to computers, telephones,personal digital assistants (PDA), webcams, fax machines and Internetconnections.   This can take the form ofemails, texting, research, photographs, blogs, social networking, peer to peerfile transfers and physical exchange of media (e.g. CD’s, USB storage devicesand devices such as iPods).  As wecommunicate in any of these ways, we may identify ourselves as TELUS teammembers either by naming the company or by our email or IP addresses.

 

While we permit team membersto use TELUS-provided communications devices for personal purposes, such useshould be limited, should not interfere with our duties or negatively impactTELUS in any way.  We expect any suchpersonal use to take place before or after the normal working day, or duringreasonable permitted breaks from business work subject to local managementapproval and the needs of the business.

 

Team members must complywith all TELUS policies when using TELUS-provided communications devices forpersonal use.  We are responsible for allof our actions while using TELUS-provided communication devices.  TELUS routinely monitors the use of itssystems and equipment, including emails, all messaging and Internet access.Abuse may result in disciplinary action. Team members are referred to the Corporate Security Policies for furtherdetails on the acceptable use of company equipment 

 

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(including email andInternet use) and to the Social Media Guidelines for more information on blogs,wikis and social networking.

 

In our personal electroniccommunications using either TELUS-provided devices or personal devices where weare identified as a TELUS team member, we should:

 

·                  Remember thatthese communications provide a permanent record and we may be operating in apublic space.

·                  Use commonsense when offering our personal opinions to avoid subjecting either TELUS orourselves to legal action.  To help avoidconfusion, add the following notice: “the views expressed on thiswebsite/weblog/email are mine alone and do not necessarily reflect the views ofmy employer”.

·                  Not discloseinformation that is confidential to TELUS or to any third party that hasdisclosed information to us.

·                  Show respecttowards other persons and organizations and avoid defamatory or discriminatorymessages.

·                  Avoid offensivecontent of any kind, including pornography and materials promoting violence,discrimination or hatred.

·                  Not display theTELUS logo or brand images in personal communications without writtenpermission from a senior manager or the Brand Office.

·                  Not disclosepersonal information about ourselves that we do not want the public to be awareof, nor disclose personal information about others.

 

***Case Studies***

 

Problem

 

How do I tell if a document(paper or electronic) is proprietary if it is not marked as such?

 

Action

 

You should begin by askingthe person who issued the document. If you cannot find the source of theinformation, consider the nature of the information itself. For example, doesthe information deal with highly sensitive company strategy, sales andmarketing initiatives, or important human resources issues? If you are stilluncertain, speak to your manager.

 

Problem

 

I am attending an importantsales meeting next week and I have to prepare a presentation using slides andfairly complicated charts. My co-worker has the software I need to put thepresentation together, and he has offered to lend it to me so I can install theprogram on my computer. Can I go ahead?

 

Action

 

No. The use of softwareon unlicensed computers is strictly prohibited by law. You must verify andrespect the manufacturer’s conditions of license or the agreement under whichthe software was acquired. By copying your colleague’s software into yourcomputer, you may be breaking the software company’s agreement as well ascopyright laws and placing the company at risk of 

 

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prosecution for copyrightinfringement. You should speak to your group’s computer administrator todiscuss your software needs.

 

Problem

 

I am part of a team workingon a piece of the quarterly financial results. In the course of my work, Iregularly see the draft package of all the results before they are approved forrelease. One evening, my neighbor asks me, “How is TELUS doing these days?” Inthis casual conversation, is it acceptable if I answer, “Well, I can tell youone thing; the results are really good this quarter.

 

Action

 

No, it is not.  This information is not yet public andtherefore it should be regarded as confidential proprietary companyinformation. In addition, if this information is material (i.e. wouldreasonably be expected to have a significant effect on the value or price ofTELUS shares), you may also have engaged in “tipping” in violation ofsecurities law.

 

Problem

 

I am traveling on businessand have brought my corporate credit card for these business relatedexpenses.  When I am shopping oneevening, I spot the perfect gift for my parents’ 40th wedding anniversary.  Without thinking, I pull out my corporatecredit card and buy it right away.  WhenI return to the office, I realize I have made a mistake.  What should I do?

 

Action

 

Corporate credit cards arefor business use only, and should not be used for personal purchases of anykind.  Intent to repay does not negatethe fact that the credit card has been used inappropriately. Since you havemisused the credit card you should inform your manager, code your expense statementso that this expense is deducted from your next pay cheque and ensure this doesnot happen again.  Otherwise, you mayface discipline as a result of your actions.

 

Problem

 

I would like to search for anew car on the Internet and compare notes with friends on a social networkingsite.  Is this allowed from myworkstation?

 

Action

 

Reasonable personal use ofyour TELUS-provided communication device (e.g. computer, cell phone, PDA) toaccess the Internet is allowed provided it complies with our policies, iscarried out on personal time, does not interfere with your work or negativelyimpact TELUS in any way.  Remember thatbusiness needs must take priority in the allocation of our time at work andthat TELUS monitors such traffic and logs of this activity may be used in aninvestigation of a breach of our policies.

 

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Problem

 

While surfing the web, Icame across a forum where people discuss TELUS products and services.  I saw questions, praise and some criticism ofTELUS.  What should I do?

 

Action

 

We encourage you not toparticipate in discussions about TELUS on the Internet. You may open yourselfand TELUS to unacceptable risk since you may inadvertently discloseconfidential information about TELUS as you defend the company or be viewed asspeaking on behalf of TELUS when you have not been authorized to do so.  If you do participate in such discussions ina personal capacity, you may not discuss confidential information about TELUS.

 

### **Conflictof Interest**

### ** **

As team members, our firstbusiness loyalty must be to TELUS. We must avoid situations or relationshipsthat may be harmful or detrimental to the best interests of the Company andresult in a conflict of interest.  Aconflict arises whenever we face a choice between what is in our personalinterest (financial or otherwise) and the interests of TELUS. We must not onlyavoid any actual or potential conflict of interest, but also situations wherethere is an appearance of conflict of interest. In such circumstances, team members must take action to eliminate theconflict of interest or the perception of conflict of interest.

 

**We must disclose actual orpotential conflicts of interest to our manager****.** Each situationmust be considered individually and the potential for conflict of interestdetermined based on the parties involved, level of access to businessinformation, decision-making authority, job duties / responsibilities, positionwithin the organization, and potential impact on others.

 

Thissection is intended as a guide in those areas in which conflicts of interestmost often arise. It is not intended to be definitive or all-inclusive, asguidelines cannot cover every situation that could give rise to a conflict ofinterest.

 

#### ***Relationships***

#### ** **

Conflict of interest mayoccur when a team or family member gains personal benefit from a businessrelationship with TELUS, or from an outside business with which TELUS has arelationship such as a customer, supplier, contractor, consultant, agent,vendor, channel partner or dealer. This personal benefit may take the form ofan ownership interest in or a role as a director, officer or employee of anentity that is engaged in a business relationship with TELUS.

 

This guideline does notprohibit team members from holding publicly traded shares of an entitywith which TELUS has a business relationship or a competitor provided that theteam member does not have a significant investment in the entity and does notacquire the shares based on material undisclosed confidential informationobtained as a result of employment with TELUS or by being a member of the Boardof Directors of a TELUS company.

 

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Team members may notparticipate in a decision to hire, transfer or promote a family member, or bein a position of direct or indirect position of influence over a familymember.  Team members may not supervise afamily member nor have direct or indirect authority over employment-related decisionsthat impact a family member such as pay, performance ratings, work assignments,discipline, training or termination. Teammembers who have authority over decisions that impact former team membersshould be cognizant that real or perceived conflicts of interest may continueto arise when they make decisions that affect a family member who is also aformer TELUS team member.

 

Family member is defined asa spouse (including common-law spouse and same sex partner), child, stepchild,parent, sibling, niece, nephew, aunt, uncle, cousin, grandparent, grandchild,in-law (including mother-in-law, father-in-law, son-in-law, daughter-in-law,sister-in-law, brother-in-law) or any person (other than domestic employees)residing in the same household as the TELUS team member.

 

TELUS Board members mustdisclose any family or personal relationship with TELUS team members or withTELUS job applicants to the Chair of the Corporate Governance Committee inorder that the Committee may determine whether the relationship impacts the Director’sindependent status.

 

Situations may arise wherebroader familial relationships and other close personal associations cause realor perceived conflicts of interest or the possibility of real or perceivedimproper influence.  Team members shouldbe sensitive to these concerns and demonstrate good business judgment in thebest interest of TELUS and in keeping with the spirit and intent of thispolicy.  Any uncertainty should bediscussed with the appropriate HR business partner.

 

Team members must not beinvolved in any negotiations or transactions with customers, suppliers,contractors, consultants, agents, vendors, or outside parties where the teammember has a personal, commercial or financial interest in the outcome of thenegotiations.

 

Board Members, Executivesand Senior Finance Managers have a duty to disclose whether they have arelationship with the Company’s External Auditor.

 

#### ***Competition***

#### ** **

Conflict of interest mayoccur when a team member or family member gains personal benefit from anoutside business in competition with TELUS.

 

#### ***Future****Business*

#### ** **

Over time, TELUS may expandinto new businesses or change its product lines or services. Team members areresponsible for re-examining their individual situations on a regular basis toavoid becoming involved in a conflict of interest situation where no suchconflict previously existed.

 

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#### ** **

#### ***Outside Demands***

#### ** **

Itis a conflict of interest to have an outside interest that demands so much timeand energy that it interferes with the team member’s ability to do TELUS work.This could include any charitable activities that require time and effort duringnormal working hours, except for situations where the individual is acting in arepresentative capacity at the request of TELUS with the explicit and writtenpermission of his or her manager.

 

#### ***Information***

#### ** **

Team members may notdisclose or use for any personal reason, including personal gain, anyconfidential information (including competitive intelligence) obtained throughemployment with TELUS or by being a member of the Board of Directors of a TELUScompany.

 

#### ***Insider Trading***

#### ** **

As detailed in the TELUSInsider Trading Policy and summarized here, team members may not trade inshares or other securities of TELUS or any other company while in possession ofundisclosed material information relative to the company whose securities arebeing traded.  Nor may team membersinform or tip any other person, including their immediate family, of anyundisclosed material information, other than in the “necessary course ofbusiness”. The “necessary course of business” exception is a limited one andexists so as not to unduly interfere with a company’s ordinary businessactivities.  Please see the TELUS InsiderTrading Policy for more information.

 

Material information inrespect of a company is information that could reasonably be expected to have asignificant effect on the market price or value of any securities of thatcompany.

 

#### ***Gifts and Benefits***

#### ** **

TELUS team members shall notoffer or accept, directly or indirectly, gifts, gratuities, rewards, favours orbenefits from any organization or person having business dealings with TELUSother than as described below.  Theseguidelines apply at all times and do not change during traditional gift-givingseasons.

 

It is not a conflict ofinterest to accept hospitality or entertainment, provided it is reasonable, andis within the limits of responsible and generally accepted businesspractices.  However, team members shouldnot accept gifts or receive benefits that are intended to influence, or appearto influence, a particular business decision. Acceptable benefits in the normal course of business for TELUS employeestypically are less than $250 Canadian or the close equivalent inother currencies and include

 

·                  Transportationto or from the customer’s or supplier’s place of business

·                  Hospitalitysuites

·                  Attendance atsporting or cultural events

·                  Businesslunches or dinners

·                  Small seasonalholiday gifts or prizes to be used in office draws and raffles

 

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Third party-paid seminars orconferences may be appropriate if there is a clear benefit to TELUS forattending and the attendance is approved in advance by the manager.  In order to avoid a real or perceivedconflict of interest, team members should consider TELUS funding incrementalexpenses (e.g. airfare and hotel).

 

Team members with supplierselection, negotiation, purchasing or contract management roles within TELUSare subject to more stringent professional purchasing requirements regardinggifts and benefits and maintaining appropriate relationships with suppliers**and should therefore not accept any gifts or benefitsfrom suppliers or potential suppliers without the explicit and writtenpermission of his or her manager.**

 

***Case Studies***

 

Problem

 

My wife and I have beenlooking for a way to make some extra money. Our neighbor introduces us to amulti-level marketing firm that distributes hundreds of products at wholesaleprices to individuals. The individuals, in turn, sell the items to others athigher-than-wholesale prices. My wife is confident she can sell the productsand we would benefit from the extra income. However, as I flip through thecompany catalogue, I see the company sells products from a TELUS competitor.Our neighbor insists my wife can and should sell everything in the catalogue.When I point out the products in competition with products offered by TELUS,our neighbor tells me that since my wife is not a team TELUS member it is okayfor her to give her customers what they want.

 

Action

 

Although your wife isselling a competitor’s product, this does not automatically create a conflictof interest position. A conflict of interest will exist if your ability to actin the best interests of TELUS is compromised. You and your wife need tocarefully consider whether one or both of you have access to confidential orproprietary information such as, but not limited to, product specifications,marketing plans, or confidential team member, supplier, contractor, or customerinformation. Obtaining from, or disclosing to, one another such informationwill create a conflict of interest. Assuming no such situation exists, it ispossible that you would not be in a conflict of interest position. If you are inany doubt, you should disclose and discuss the situation with your manager.

 

Problem

 

I work in a senior marketingposition at TELUS and operate my own business after hours. Though I use mymarketing skills, the business in no way competes with TELUS business. Istarted small - out of my basement. But my business is gradually generatingmore and more revenue. I am considering hiring a part-time manager, as I am notready to leave my full-time employment. Once my own business can pay me as muchas my salary does, I will devote my full attention to it. I have the best ofboth worlds - a salary and a blossoming business for future security.  Is this a conflict of interest?

 

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Action

 

No. If, however, TELUSdecides in the future to enter the same line of business that your company isin, you will be in a conflict of interest position, even though you were inthat business first.  You must thendecide which of your two interests, your own company or your employer’s, willreceive your full attention. Since TELUS is not currently in the same line ofbusiness as your company, you are operating ethically, as long as it remains anafter-hours pursuit.

 

Problem

 

I recently married someonewho runs their own business: they own a local franchise selling a competitor’scellular phone service. We have agreed not to talk about our business days.Instead our private conversations are filled with hopes and dreams for ourfuture, discussion of hobbies and mutual family events. One day, my manageradvises me that I could be in a conflict of interest position.  What should I do?

 

Action

 

You are in a situation thatmay leave the impression of a conflict of interest. Even though you and yournew spouse have decided not to talk about your business lives, people outsidethe marriage—including your employer—may perceive you are in a conflict ofinterest position. You should discuss your situation with your manager andidentify the extent to which your access to TELUS’ information could benefityour spouse’s company and develop alternatives to avoid any appearance of aconflict of interest.

 

Problem

 

I install telecommunicationsinside wiring for small and medium-sized business customers. With the growth ofthe Internet and other communications services, demand for my expertise isbooming. Can I take advantage of this opportunity and start up an installationbusiness on my own time?

 

Action

 

No. You cannot engagein any outside activity that might take business away from TELUS or any of itssubsidiaries. Furthermore, as a team member, you are expected to contributeyour energy and ideas to your job at TELUS. To avoid a conflict of interest, oreven the appearance of such a conflict, you should discuss your planned outsidebusiness activities with your manager.

 

Problem

 

My spouse has just become anexecutive sales manager for a company that services the computers in mydepartment. Do I need to tell anyone about this?

 

Action

 

Yes. One of your spouse’scompetitors or a fellow TELUS team member could claim that your spouse getsTELUS’ business because you are a TELUS team member. You should notify yourmanager and make sure you are not involved in any decisions regarding yourspouse’s company.

 

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Problem

 

I am a contractadministrator with TELUS and love the mountains. I have mentioned my fondnessfor mountain parks a few times in general conversations with a particularcompany supplier.  While seeking bids fora major order, I receive a phone call from that supplier. He offers me and myfamily free use of his luxury vacation condominium. He says he is not using itand says it would be a shame to have it sit empty when he knows how much Ienjoy the mountains.

 

Action

 

The supplier has made agenerous offer.  Too generous. Your useof the condominium appears offered in exchange for future special treatmentfrom you in your position with TELUS. You should decline the offer.

 

Problem

 

While at lunch, I overhearda conversation between two other TELUS team members regarding company plans tomake a minority investment in a business that develops communications software.Can I buy shares in the software company or suggest to my spouse that she doso?

 

Action

 

No. Althoughyou found out about TELUS’ planned investment by accident, you are prohibitedfrom buying shares by virtue of the fact that you are a member of the TELUSteam. Your spouse is also prohibited, because she obtained information aboutthe proposed investment from you, a TELUS team member. However, you and yourspouse will be able to buy shares when TELUS’ investment in the softwarecompany becomes publicly disclosed.

 

Problem

 

As a network engineer withTELUS, I have significant influence over the selection of the company’ssuppliers.  I have known the owner of oneof TELUS’ suppliers since we were kids and have always maintained a closepersonal relationship.  I have nopersonal, commercial or financial interest in the supplier.  Is there still an appearance of conflict?

 

Action

 

Yes.  Although you may not have a personal,commercial or financial interest in the outcome of the business relationshipwith this person, there may still be an appearance of bias or preferentialtreatment towards their company.  Youmust take action to eliminate the perception of conflict of interest.  Examples of such actions include removingyour involvement from the selection of the company’s preferred suppliers orhaving a second person (a superior or a peer) co-approve the supplier selectiondecision.

 

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Problem

 

I am a customer servicemanager with TELUS and my nephew is seeking employment as an engineer withTELUS. Am I able to recommend him for employment?

 

Action

 

Toavoid a conflict of interest, you should have no involvement in the selectiondecision.  However, you may provide awritten personal reference to the appropriate HR recruitment manager.

 

Problem

 

One of my vendors offered tosend me to a conference at no cost to TELUS. Can I accept the invitation?

 

Action

 

Notwithout considering if there is a real or perceived conflict of interest andobtaining the approval of your manager.  One way to avoid this conflict is for TELUS to fund the incrementalcosts associated with your attendance at the conference (e.g. travel andhotel).

 

Problem

 

As a senior memberof team TELUS, I have been asked to approve the expansion of high speed serviceto a rural area where my family has recreation property. Should I be concernedabout a possible conflict of interest?

 

Action

 

Yes. Although you are approving the expansionof service in the interests of TELUS and its rural customers, the fact thatyour family will also benefit could lead to perceptions of a conflict ofinterest. In order to eliminate this perception, you should inform your managerof the relationship.  Actions that couldbe taken to eliminate this perception include removing your involvement fromthe approval process or have a second person (a superior or peer) co-approvethe expansion decision.

 

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### ** **

### **Dealingwith Suppliers, Contractors, Consultants and Agents**

### ** **

Wevalue our relationship with suppliers, contractors, consultants and agents andthose acting on behalf of TELUS because they contribute to our overall success.  We strive to ensure our business dealingswith them are ethical and that they understand our expectations of them forcompliance with applicable TELUS policies.

 

#### ***Selecting Suppliers, Contractors, Consultants and Agents***

#### ** **

·                  We strive to award business to suppliers,contractors, consultants and agents who are in compliance with applicable lawsand regulations in their business relationships, including those with theiremployees, their communities and TELUS.

 

·                  We strive to select our suppliers, contractors,consultants and agents based upon objective and fair criteria including but notnecessarily limited to business need, price, service, quality, reputation forethical conduct and health, safety and environmental business considerations.

 

#### ***Adherence to applicable TELUS policies***

#### ** **

·                  We expect the suppliers, contractors,consultants and agents with whom we do business to demonstrate similar valuesand standards as the applicable TELUS policies.

 

·                  We strive toensure that our suppliers, contractors, consultants and agents are made awareof applicable TELUS policies specific to the work for which they are beingengaged.

 

***Case Study***

 

Problem

 

Ourteam was tasked to construct a specialized telephone network for a customer ina very restricted timeline. We chose a locally reputable contractor that wasnot on TELUS’ preferred list of contractors because none of these contractorshad the resources or skills to complete this project by the deadline. In ourcontractor selection we ensured it was not done at the expense of objectivefair criteria such as quality service and price. What else should we do?

 

Action

 

Weshould also ensure our contractor is made aware of applicable TELUS policiesspecific to the work for which they are being engaged.

 

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