Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[Check one]
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¨ | REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
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ý | ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2016
Commission File Number 001-10805
Rogers Communications Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English (if applicable))
British Columbia
(Province or other jurisdiction of incorporation or organization)
4812, 4813, 4822, 4832, 4833, 4841
(Primary Standard Industrial Classification Code Number (if applicable))
Not Applicable
(I.R.S. Employer Identification Number (if applicable))
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333 Bloor Street East, 10th Floor Toronto, Ontario M4W 1G9 (416) 935-7777 |
(Address and telephone number of Registrant’s principal executive offices) |
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CT Corporation System 111 Eighth Avenue, 13th Floor New York, New York 10011 (212) 894-8940 |
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States) |
Securities registered or to be registered pursuant to Section 12(b) of the Act.
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Title of each class | | Name of each exchange on which registered |
Class B Non-Voting | | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Class B Non-Voting Shares
(Title of Class)
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SEC 2285 (01-12) | | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
For annual reports, indicate by check mark the information filed with this Form:
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x Annual information form | | ¨ Audited annual financial statements |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
112,411,992 Class A Voting shares; 402,396,133 Class B Non-Voting shares.
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
ý Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).
¨ Yes 82- ¨ No
DISCLOSURE CONTROLS AND PROCEDURES
The disclosure provided in Management’s Discussion and Analysis under the heading Disclosure Controls and Procedures on page 81 of Exhibit 99.2: Management’s Discussion and Analysis and Annual Audited Consolidated Financial Statements, together with the reports of independent registered accounting firm, is incorporated by reference herein.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided in Management’s Discussion and Analysis under the heading Management’s Report on Internal Control over Financial Reporting on page 81 of Exhibit 99.2: Management’s Discussion and Analysis and Annual Audited Consolidated Financial Statements, together with the reports of independent registered accounting firm, is incorporated by reference herein.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The Report of Independent Registered Public Accounting Firm on the Company’s internal control over financial reporting as of December 31, 2016 on page 100 of Exhibit 99.2: Management’s Discussion and Analysis and Annual Audited Consolidated Financial Statements, together with the reports of independent registered accounting firm, is incorporated by reference herein.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
The disclosure provided in Management’s Discussion and Analysis under the heading Changes in Internal Control over Financial Reporting and Disclosure Controls and Procedures on page 81 of Exhibit 99.2: Management’s Discussion and Analysis and Annual Audited Consolidated Financial Statements, together with the reports of independent registered accounting firm, is incorporated by reference herein.
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors of Rogers Communications Inc. has determined that the Company has at least two “audit committee financial experts” (as defined in paragraph 8(b) of General Instruction B of Form 40-F) serving on its Audit and Risk Committee. The “audit committee financial experts” are C. William D. Birchall and John H. Clappison. Mr. Birchall has been determined by the Board to be an independent director as such term is defined under the Canadian Securities Administrators’ National Instrument 52-110 (Audit Committees) and the standards of the U.S. Securities and Exchange Commission and the New York Stock Exchange relating to the independence of audit committee members. Mr. Clappison’s son-in-law is a partner at KPMG LLP, the auditors of the Company, and therefore Mr. Clappison is deemed to be a non-independent director under the New York Stock Exchange Listing Standards. However, Mr. Clappison’s son-in-law has no involvement in the audit of the Company and Mr. Clappison has been determined by the Board to be an independent director as such term is defined under National Instrument 52-110, which is the Canadian corporate governance rule that applies to the Company. Under the rules of the U.S. Securities and Exchange Commission and the Public Company Accounting Oversight Board (United States), such relationship does not impair the independence of KPMG LLP. The Board’s designation of Mr. Birchall and Mr. Clappison as audit committee financial experts does not impose on them any duties, obligations or liability that are greater than the duties, obligations and liability imposed on them as a members of the Audit and Risk Committee and Board of Directors in the absence of such designation or identification. In addition, the designation of Mr. Birchall and Mr. Clappison as “audit committee financial experts” does not affect the duties, obligations or liability of any other member of the Audit and Risk Committee or Board of Directors. See also Item 17 – Audit and Risk Committee on page 28 of the Company’s Annual Information Form, attached as Exhibit 99.1 and incorporated by reference herein.
CODE OF CONDUCT AND ETHICS
The Company has adopted a Directors Code of Conduct and Ethics that applies to all directors and Business Conduct Policy that apply to all directors, officers and employees (the Codes). The Codes have been posted on the Rogers website under the Corporate Governance section at rogers.com/investors. A copy of the Codes will also be provided upon request to Investor Relations, 333 Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table presents fees for professional services rendered by KPMG LLP to the Company for the audit of the Company’s annual financial statements for 2016 and 2015, and fees billed for other services rendered by KPMG LLP, during the period from January 1, 2015 to December 31, 2016.
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Auditors’ Fees | | 2016 | | 2015 |
($) | | % | | ($) | | % |
Audit Fees(1) | | 5,337,800 |
| | 76.2 | % | | 5,357,800 |
| | 81.1 |
Audit-Related Fees(2) | | 996,420 |
| | 14.2 | % | | 1,058,533 |
| | 16.0 |
Tax Fees(3) | | 83,110 |
| | 1.2 | % | | 191,407 |
| | 2.9 |
All Other Fees(4) | | 590,107 |
| | 8.4 | % | | — |
| | — |
Total | | 7,007,437 |
| | 100.0 | % | | 6,607,740 |
| | 100.0 |
NOTES:
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(1) | Consist of fees related to audits, prospectuses, registration statements and other filings with various regulatory authorities, quarterly reviews of interim financial statements and consultations related to accounting matters impacting the consolidated financial statements. |
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(2) | Consist primarily of pension plan audits, audits and reviews of subsidiaries for statutory or regulatory reporting, French translation of certain filings with regulatory authorities, other assurance engagements, due diligence services in respect of potential acquisitions, and consultations regarding accounting standards not yet effective. |
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(3) | Consist of fees for tax consultation and compliance services, including indirect taxes. |
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(4) | Consist mainly of fees for information technology and operational advisory services. |
For the year ended December 31, 2016, none of the Company’s audit-related fees, tax fees or all other fees described in the table above made use of the de minimis exception to pre-approval provisions contained in Rule 2-01 (c)(7)(i)(C) of U.S. Securities and Exchange Commission Regulation S-X or Section 2.4 of the Canadian Securities Administrators’ National Instrument 52-110 (Audit Committees).
The following is the pre-approval process:
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1. | Annually the Company will provide the Audit and Risk Committee with a list of the audit-related and non-audit services that may be provided by the auditor during the year to the Company. The Audit and Risk Committee will review the services with the auditor and management, considering whether the provision of the service is compatible with maintaining the auditor’s independence. |
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2. | Management may engage the auditor for specific engagements that are included in the list of pre-approved services referred to above if the estimated fees do not exceed $500,000 per engagement per quarter. |
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3. | The Audit and Risk Committee delegates authority to the Chairman of the Audit and Risk Committee to approve requests for services not included in the pre-approved list of services or for services not previously pre-approved by the Audit and Risk Committee. Any services approved by the Chairman will be reported to the full Audit and Risk Committee at the next meeting. |
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4. | A listing of all audit and non-audit services and fees rendered to the Company and its subsidiaries by KPMG LLP will be reviewed each quarter by the Audit and Risk Committee. |
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not have any off-balance sheet arrangements other than those described in Management’s Discussion and Analysis under the heading Off-Balance Sheet Arrangements on page 71 of Exhibit 99.2: Management’s Discussion and Analysis and Annual Audited Consolidated Financial Statements, together with the reports of independent registered accounting firm, which is incorporated by reference herein.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided in Management’s Discussion and Analysis under the heading Commitments and Contractual Obligations on page 71 of Exhibit 99.2: Management’s Discussion and Analysis and Annual Audited Consolidated Financial Statements, together with the reports of independent registered accounting firm, is incorporated by reference herein.
IDENTIFICATION OF THE AUDIT AND RISK COMMITTEE
Our Board of Directors has established an Audit and Risk Committee. The Audit and Risk Committee consists of four directors: Messrs. Birchall, Burgess, Clappison and MacDonald, who are appointed annually by our Board of Directors. Further disclosure is provided under Item 17.2 — Composition of the Audit and Risk Committee of the Company’s Annual Information Form, attached as Exhibit 99.1 and incorporated by reference herein.
DISCLOSURE PURSUANT TO REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
The disclosure provided under the headings “Composition of the Board”, “Controlled Company Exemption”, “Foreign Private Issuer Status”, “Corporate Governance Practices” and “Ethical Business Conduct” beginning on page 25 of the Company’s Annual Information Form, attached as Exhibit 99.1, is incorporated by reference herein.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
Rogers Communications Inc. undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.
Rogers Communications Inc. has previously filed with the Commission a Form F-X in connection with its securities. Any change to the name or address of the Company’s agent for service of process shall be communicated promptly to the Commission by amendment to the Form F-X referencing the file number of the Company.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Registrant: Rogers Communications Inc.
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By: | | "Alan D. Horn" | | | | “Anthony Staffieri” |
| | Alan D. Horn | | | | Anthony Staffieri, FCPA, FCA |
| | Director and Interim President and Chief Executive Officer | | | | Chief Financial Officer |
Date: February 9, 2017
Subsidiary Guarantor/Co-Obligor: Rogers Communications Canada Inc.
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By: | | "Alan D. Horn" | | | | “Anthony Staffieri” |
| | Alan D. Horn | | | | Anthony Staffieri, FCPA, FCA |
| | Director and Interim President and Chief Executive Officer | | | | Chief Financial Officer |
Date: February 9, 2017
EXHIBIT INDEX
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Exhibit Number | Description |
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23.1 | Consent of Independent Registered Public Accounting Firm |
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31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
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32.1 | Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 † |
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99.1 | Annual Information Form for the fiscal year ended December 31, 2016 |
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99.2 | Management’s Discussion and Analysis for the fiscal year ended December 31, 2016, and Annual Audited Consolidated Financial Statements, together with the reports of independent registered public accounting firm, filed with the Securities and Exchange Commission (“SEC”) under cover of a Form 6-K dated February 9, 2017 |
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† | This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference on any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. |