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Bce Inc – ‘40-F’ for 12/31/19

On:  Wednesday, 3/11/20, at 9:18am ET   ·   For:  12/31/19   ·   Accession #:  1193125-20-69763   ·   File #:  1-08481

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/11/20  Bce Inc                           40-F       12/31/19  178:27M                                    Donnelley … Solutions/FA

Registration Statement or Annual Report by a Canadian Issuer   —   Form 40-F   —   Sect. 12 or 13(a) / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Registration Statement or Annual Report by a        HTML     80K 
                Canadian Issuer                                                  
 2: EX-99.1     Annual Information Form                             HTML    793K 
 3: EX-99.2     Annual Audited Consolidated Financial Statements    HTML   2.64M 
                and MD&A                                                         
 4: EX-99.3     Management's Report on Internal Control Over        HTML     57K 
                Financial Reporting and the Report                               
 8: EX-99.31    Certifications of the CEO and CFO Pursuant to       HTML     56K 
                Section 302 of the Sarbanes-Oxley                                
 9: EX-99.32    Certification of the CEO and CFO Pursuant to 18     HTML     46K 
                U.S.C. Section 1350                                              
 5: EX-99.4     Consent of Independent Registered Public            HTML     45K 
                Accounting Firm                                                  
 6: EX-99.5     Bell Canada Unaudited Selected Summary Financial    HTML     85K 
                Information                                                      
 7: EX-99.6     Exhibit to 2019 Annual Financial Statements -       HTML     45K 
                Earnings Coverage                                                
105: R1          Document and Entity Information                     HTML     65K  
38: R2          Consolidated income statements                      HTML     91K 
57: R3          Consolidated statements of comprehensive income     HTML     83K 
170: R4          Consolidated statements of comprehensive income     HTML     58K  
                (Parenthetical)                                                  
106: R5          Consolidated statements of financial position       HTML    165K  
39: R6          Consolidated statements of changes in equity        HTML     98K 
59: R7          Consolidated statements of cash flows               HTML    138K 
169: R8          Corporate information                               HTML     50K  
112: R9          Significant accounting policies                     HTML    189K  
116: R10         Segmented information                               HTML    176K  
175: R11         Operating costs                                     HTML     69K  
72: R12         Severance, acquisition and other costs              HTML     55K 
51: R13         Interest expense                                    HTML     57K 
118: R14         Other expense                                       HTML     78K  
177: R15         Income taxes                                        HTML    159K  
74: R16         Earnings per share                                  HTML     60K 
53: R17         Trade and other receivables                         HTML     60K 
121: R18         Inventory                                           HTML     54K  
174: R19         Contracts assets and liabilities                    HTML    106K  
83: R20         Contract costs                                      HTML    106K 
19: R21         Property, plant and equipment                       HTML    141K 
122: R22         Leases (Notes)                                      HTML    125K  
140: R23         Intangible assets                                   HTML    229K  
84: R24         Investments in associates and joint ventures        HTML     67K 
20: R25         Other non-current assets                            HTML     61K 
123: R26         Goodwill                                            HTML     75K  
141: R27         Trade payables and other liabilities                HTML     68K  
82: R28         Debt due within one year                            HTML    162K 
21: R29         Long-term debt                                      HTML    162K 
56: R30         Provisions                                          HTML     70K 
77: R31         Post-employee benefit plans                         HTML    271K 
173: R32         Other non-current liabilities                       HTML     59K  
115: R33         Financial and capital management                    HTML    234K  
55: R34         Share capital                                       HTML    179K 
76: R35         Share-based payments                                HTML    147K 
172: R36         Additional cash flow information                    HTML    169K  
114: R37         Remaining performance obligations                   HTML    106K  
54: R38         Commitments and contingencies                       HTML     71K 
78: R39         Related party transactions                          HTML     69K 
26: R40         Significant partly-owned subsidiary                 HTML     75K 
88: R41         Business acquisitions and dispositions              HTML     85K 
155: R42         Adoption of IFRS 16                                 HTML    125K  
137: R43         Significant accounting policies (Policies)          HTML    234K  
24: R44         Significant accounting policies (Tables)            HTML    353K 
86: R45         Segmented information (Tables)                      HTML    170K 
153: R46         Operating costs (Tables)                            HTML     66K  
135: R47         Severance, acquisition and other costs (Tables)     HTML     52K  
22: R48         Interest expense (Tables)                           HTML     53K 
89: R49         Other expense (Tables)                              HTML     65K 
60: R50         Income taxes (Tables)                               HTML    159K 
34: R51         Earnings per share (Tables)                         HTML     59K 
110: R52         Trade and other receivables (Tables)                HTML     58K  
166: R53         Inventory (Tables)                                  HTML     51K  
62: R54         Contracts assets and liabilities (Tables)           HTML     77K 
36: R55         Contract costs (Tables)                             HTML     55K 
113: R56         Property, plant and equipment (Tables)              HTML    145K  
168: R57         Leases (Tables)                                     HTML     95K  
58: R58         Intangible assets (Tables)                          HTML    232K 
40: R59         Investments in associates and joint ventures        HTML     86K 
                (Tables)                                                         
128: R60         Other non-current assets (Tables)                   HTML     59K  
147: R61         Goodwill (Tables)                                   HTML     72K  
92: R62         Trade payables and other liabilities (Tables)       HTML     66K 
30: R63         Debt due within one year (Tables)                   HTML    136K 
130: R64         Long-term debt (Tables)                             HTML    105K  
149: R65         Provisions (Tables)                                 HTML     68K  
94: R66         Post-employee benefit plans (Tables)                HTML    272K 
32: R67         Other non-current liabilities (Tables)              HTML     57K 
134: R68         Financial and capital management (Tables)           HTML    248K  
145: R69         Share capital (Tables)                              HTML    166K  
161: R70         Share-based payments (Tables)                       HTML    144K  
103: R71         Additional cash flow information (Tables)           HTML    167K  
44: R72         Remaining performance obligations (Tables)          HTML     61K 
68: R73         Commitments and contingencies (Tables)              HTML     64K 
159: R74         Related party transactions (Tables)                 HTML     90K  
101: R75         Significant partly-owned subsidiary (Tables)        HTML     80K  
42: R76         Business acquisitions and dispositions (Tables)     HTML     76K 
66: R77         Adoption of IFRS 16 (Tables)                        HTML     66K 
163: R78         Significant accounting policies - Revenue from      HTML     55K  
                Contracts with Customers (Details)                               
97: R79         Significant accounting policies - Share-Based       HTML     48K 
                Payments (Details)                                               
162: R80         Significant accounting policies - Depreciation and  HTML     67K  
                Amortization (Details)                                           
104: R81         Significant accounting policies - Post-Employment   HTML     50K  
                Benefit Plans (Details)                                          
46: R82         Significant accounting policies - Future Changes    HTML     58K 
                to Accounting Standards (Details)                                
70: R83         Segmented information - Segmented Information       HTML    124K 
                (Details)                                                        
157: R84         Segmented information - Revenues by Services and    HTML     70K  
                Products (Details)                                               
99: R85         Operating costs (Details)                           HTML     65K 
41: R86         Severance, acquisition and other costs (Details)    HTML     54K 
65: R87         Interest expense (Details)                          HTML     63K 
164: R88         Other expense - Schedule of Other Expense           HTML     67K  
                (Details)                                                        
98: R89         Other expense - Narrative (Details)                 HTML     76K 
127: R90         Income taxes - Significant Components of Income     HTML     70K  
                Taxes Deducted from Net Earnings (Details)                       
146: R91         Income taxes - Narrative (Details)                  HTML     63K  
90: R92         Income taxes - Reconciliation of Reported Income    HTML     81K 
                Taxes in the Income Statement (Details)                          
28: R93         Income taxes - Disclosure of Current and Deferred   HTML     61K 
                Taxes (Details)                                                  
132: R94         Income taxes - Deferred Taxes Resulting From        HTML     97K  
                Temporary Differences (Details)                                  
151: R95         Earnings per share (Details)                        HTML     60K  
95: R96         Trade and other receivables (Details)               HTML     61K 
33: R97         Inventory (Details)                                 HTML     54K 
133: R98         Contracts assets and liabilities (Details)          HTML     87K  
144: R99         Contract costs (Details)                            HTML     64K  
165: R100        Property, plant and equipment - Schedule of         HTML    112K  
                Property, Plant and Equipment (Details)                          
109: R101        Leases - Narrative (Details)                        HTML     48K  
35: R102        Leases - Disclosure of Right-Of-Use Assets          HTML     93K 
                (Details)                                                        
61: R103        Leases - Leases Income Statement (Details)          HTML     54K 
167: R104        Leases - Finance Leases Under IAS 17 (Details)      HTML     54K  
111: R105        Intangible assets (Details)                         HTML    151K  
37: R106        Investments in associates and joint ventures        HTML     79K 
                (Details)                                                        
63: R107        Other non-current assets (Details)                  HTML     61K 
171: R108        Goodwill - Changes in Carrying Amounts of Goodwill  HTML     67K  
                (Details)                                                        
108: R109        Goodwill - Narrative (Details)                      HTML     55K  
138: R110        Goodwill - Key Assumptions Used to Estimate the     HTML     58K  
                Recoverable Amounts (Details)                                    
156: R111        Trade payables and other liabilities (Details)      HTML     69K  
87: R112        Debt due within one year - Schedule of Debt Due     HTML     75K 
                Within One Year (Details)                                        
25: R113        Debt due within one year - Details of Securitized   HTML     48K 
                Trade Receivables (Details)                                      
136: R114        Debt due within one year - Narrative (Details)      HTML     50K  
154: R115        Debt due within one year - Summary of Total Bank    HTML     84K  
                Credit Facilities (Details)                                      
85: R116        Long-term debt - Summary of Long-Term Debt          HTML     97K 
                (Details)                                                        
23: R117        Long-term debt - Narrative (Details)                HTML    160K 
139: R118        Provisions (Details)                                HTML     75K  
152: R119        Post-employee benefit plans - Components of         HTML     62K  
                Post-Employment Benefit Plans Service Cost                       
                (Details)                                                        
69: R120        Post-employee benefit plans - Components of         HTML     52K 
                Post-Employment Benefit Plans Financing Cost                     
                (Details)                                                        
45: R121        Post-employee benefit plans - Defined Benefit       HTML     56K 
                Plans Recognized in Comprehensive Income (Details)               
102: R122        Post-employee benefit plans - Components of         HTML    121K  
                Post-Employment Benefit (Obligations) Assets                     
                (Details)                                                        
160: R123        Post-employee benefit plans - Funded Status of      HTML     62K  
                Post-Employment Benefit Plans Cost (Details)                     
67: R124        Post-employee benefit plans - Significant           HTML     81K 
                Assumptions (Details)                                            
43: R125        Post-employee benefit plans - Healthcare Cost       HTML     72K 
                Trend Rates and Sensitivity Analysis (Details)                   
100: R126        Post-employee benefit plans - Post-Employment       HTML    106K  
                Benefit Plan Assets (Details)                                    
158: R127        Post-employee benefit plans - Disclosure of         HTML     65K  
                Contributions to Post-Employment Benefit Plans                   
                (Details)                                                        
64: R128        Other non-current liabilities (Details)             HTML     57K 
47: R129        Financial and capital management - Fair Value       HTML     62K 
                Details of Financial Instruments Measured at                     
                Amortized Cost (Details)                                         
29: R130        Financial and capital management - Financial        HTML     85K 
                Instruments Measured at Fair Value (Details)                     
91: R131        Financial and capital management - Change in        HTML     65K 
                Allowance for Doubtful Accounts (Details)                        
148: R132        Financial and capital management - Details on       HTML     61K  
                Trade Receivables Not Impaired (Details)                         
129: R133        Financial and capital management - Maturity         HTML    123K  
                Analysis for Recognized Financial Liabilities                    
                (Details)                                                        
31: R134        Financial and capital management - Details on       HTML    110K 
                Outstanding Foreign Currency Forward Contracts and               
                Cross Currency Basis Swaps (Details)                             
93: R135        Financial and capital management - Capital          HTML     78K 
                Management (Details)                                             
150: R136        Share capital - Summary of Principal Terms of       HTML    182K  
                Preference Shares (Details)                                      
131: R137        Share capital - Narrative (Details)                 HTML     81K  
27: R138        Share capital - Summary of Outstanding Common       HTML     81K 
                Shares (Details)                                                 
96: R139        Share-based payments - Share-based Payment Amounts  HTML     55K 
                Included in the Income Statements as Operating                   
                Costs (Details)                                                  
50: R140        Share-based payments - Narrative (Details)          HTML     76K 
71: R141        Share-based payments - ESP Option Activity          HTML     61K 
                (Details)                                                        
176: R142        Share-based payments - Outstanding RSUs/PSUs        HTML     63K  
                Activity (Details)                                               
117: R143        Share-based payments - Outstanding DSUs Activity    HTML     61K  
                (Details)                                                        
52: R144        Share-based payments - Outstanding Stock Options    HTML     73K 
                (Details)                                                        
73: R145        Share-based payments - Stock Options Exercise       HTML     76K 
                Prices and Weighted Average Remaining Life                       
                (Details)                                                        
178: R146        Share-based payments - Fair Value Assumptions       HTML     61K  
                (Details)                                                        
119: R147        Additional cash flow information (Details)          HTML    134K  
49: R148        Remaining performance obligations (Details)         HTML     74K 
75: R149        Commitments and contingencies (Details)             HTML     80K 
81: R150        Related party transactions - Summary of             HTML     55K 
                Significant Subsidiaries (Details)                               
17: R151        Related party transactions - Narrative (Details)    HTML     55K 
126: R152        Related party transactions - Compensation of Key    HTML     54K  
                Management Personnel (Details)                                   
143: R153        Significant partly-owned subsidiary - Summarized    HTML     82K  
                Statements of Financial Position (Details)                       
80: R154        Significant partly-owned subsidiary - Selected      HTML     73K 
                Income and Cash Flow Information (Details)                       
16: R155        Business acquisitions and dispositions -            HTML     50K 
                Acquisition of Axis NetMedia Corporation (Details)               
125: R156        Business acquisitions and dispositions - Summary    HTML     96K  
                of Fair Value of Consideration Paid and Fair Value               
                Assigned to Each Major Class of Assets and                       
                Liabilities (Details)                                            
142: R157        Business acquisitions and dispositions -            HTML     66K  
                Acquisition of AlarmForce (Details)                              
79: R158        Adoption of IFRS 16 - Narrative (Details)           HTML     73K 
18: R159        Adoption of IFRS 16 - Impacts of Adopting IFRS 16   HTML     90K 
                (Details)                                                        
48: R9999       Uncategorized Items - bce-20191231.xml              HTML     81K 
120: XML         IDEA XML File -- Filing Summary                      XML    335K  
124: EXCEL       IDEA Workbook of Financial Reports                  XLSX    212K  
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‘40-F’   —   Registration Statement or Annual Report by a Canadian Issuer


This is an HTML Document rendered as filed.  [ Alternative Formats ]



  FORM 40-F  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 40-F

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

ANNUAL REPORT PURSUANT TO SECTION 13(A) OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended:     December 31, 2019

  Commission File Number:     1-8481

BCE INC.

(Exact name of Registrant as specified in its charter)

Canada

(Province or other jurisdiction of incorporation or organization)

4813

(Primary Standard Industrial Classification Code Number (if applicable))

98-0134477

(I.R.S. Employer Identification Number (if applicable))

1, carrefour Alexander-Graham-Bell, Building A, 7th Floor,

Verdun, Québec, Canada H3E 3B3, (514) 870-8777

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System, 28 Liberty St., New York, N.Y. 10005, (212) 894-8940

(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)

Copies of all correspondence should be sent to:

 

Michel Lalande

Chief Legal Officer and Corporate Secretary

BCE Inc.

1, carrefour Alexander-Graham-Bell

Building A, 7th Floor

Verdun, Québec H3E 3B3

Canada

Tel: (514) 786-8424

  

Donald R. Crawshaw

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004-2498

Tel: (212) 558-4000

 


Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Common shares

  

Trading symbol

BCE

  

Name of each exchange on which registered

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:   None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:   None

For annual reports, indicate by check mark the information filed with this form:

☒  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:

 

Common Shares

     903,908,182  

First Preferred Shares

  

Series R

     8,000,000  

Series S

     3,513,448  

Series T

     4,486,552  

Series Y

     8,081,491  

Series Z

     1,918,509  

Series AA

     11,398,396  

Series AB

     8,601,604  

Series AC

     10,029,691  

Series AD

     9,970,309  

Series AE

     9,292,133  

Series AF

     6,707,867  

Series AG

     4,985,351  

Series AH

     9,014,649  

Series AI

     5,949,884  

Series AJ

     8,050,116  

Series AK

     22,745,921  

Series AL

     2,254,079  

Series AM

     9,546,615  

Series AN

     1,953,385  

Series AO

     4,600,000  

Series AQ

     9,200,000  

Total First Preferred Shares

     160,300,000  

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (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.

YES:  ☒         NO:  ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

  

YES:  ☒         NO:  ☐

 

2


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging Growth Company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised accounting standards† provided pursuant to Section 13(a) of the Exchange Act.     ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 

3


PRIOR FILINGS MODIFIED AND SUPERSEDED

The annual report on Form 40-F of BCE Inc. (“BCE”) for the year ended December 31, 2019, at the time of filing with the U.S. Securities and Exchange Commission (the “SEC” or “Commission”), modifies and supersedes all prior documents filed pursuant to Sections 13, 14 and 15(d) of the Exchange Act for purposes of any offers or sales of any securities after the date of such filing pursuant to any registration statement or prospectus filed pursuant to the Securities Act of 1933 which incorporates by reference such annual report on Form 40-F.

ANNUAL AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND

MANAGEMENT’S DISCUSSION AND ANALYSIS

A. Annual Audited Consolidated Financial Statements

For the BCE annual audited consolidated financial statements for the year ended December 31, 2019 (the “BCE 2019 Financial Statements”), see pages 111 to 159 of the BCE 2019 Annual Report (the “BCE 2019 Annual Report”), which BCE 2019 Financial Statements are contained in Exhibit 99.2 and are incorporated herein by reference.

B. Management’s Discussion and Analysis

For the BCE management’s discussion and analysis for the year ended December 31, 2019 (the “BCE 2019 MD&A”), see pages 28 to 108 of the BCE 2019 Annual Report, which BCE 2019 MD&A is contained in Exhibit 99.2 and is incorporated herein by reference.

DISCLOSURE CONTROLS AND PROCEDURES

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in reports filed or submitted under Canadian or U.S. securities laws is recorded, processed, summarized and reported within the time periods specified under those laws, and include controls and procedures that are designed to ensure that the information is accumulated and communicated to management, including BCE’s President and Chief Executive Officer (“CEO”) and Executive Vice-President and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure.

As of December 31, 2019, management evaluated, under the supervision of and with the participation of the CEO and the CFO, the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) under the Exchange Act, and under National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of December 31, 2019.

INTERNAL CONTROL OVER FINANCIAL REPORTING

A. Management’s report on internal control over financial reporting

The report of BCE’s management entitled “Management’s report on internal control over financial reporting” appearing at page 109 of the BCE 2019 Annual Report, which report is contained in Exhibit 99.3, is incorporated herein by reference.

 

4


B. Auditors’ report on internal control over financial reporting

The report of independent registered public accounting firm concerning the effectiveness of BCE’s internal control over financial reporting appearing at page 110 of the BCE 2019 Annual Report, which report is contained in Exhibit 99.3, is incorporated herein by reference.

C. Changes in internal control over financial reporting

There have been no changes during the year ended December 31, 2019 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The adoption of IFRS 16, Leases, effective January 1, 2019, required the implementation of new accounting systems, processes and controls, which changed the company’s internal controls over lease accounting. No significant changes were made to our internal control over financial reporting due to the adoption of the new standard in 2019.

STATEMENT REGARDING CONTROLS AND PROCEDURES

There can be no assurance that our disclosure controls and procedures will detect or uncover all failures to disclose all material information otherwise required to be set forth in our disclosure. Furthermore, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Accordingly, BCE does not expect that BCE’s internal control over financial reporting will prevent or detect all errors and all fraud. BCE will continue to periodically review its disclosure controls and procedures and internal control over financial reporting and may make modifications from time to time as considered necessary or desirable.

AUDIT COMMITTEE FINANCIAL EXPERT

In respect of the current members of BCE’s Audit Committee (“Audit Committee”), the board of directors of BCE determined that the current Chair of the Audit Committee, Mr. P.R. Weiss, and Mr. D.F. Denison, Ms. K. Lee and Ms. M.F. Leroux are qualified as “audit committee financial experts”, and that all members of the Audit Committee are independent under the listing standards of the New York Stock Exchange.

CODE OF ETHICS

All employees, directors and officers must follow Bell Canada’s Code of Business Conduct (the “Code of Conduct”), which provides guidelines for ethical behaviour. The Code of Conduct includes additional guidelines for executive officers and management, including the CEO, CFO, Controller and Treasurer. The Code of Conduct is available in the governance section of BCE’s website at BCE.ca and will be provided in print at no charge to any person who sends a written request by mail to BCE Inc. addressed to the Corporate Secretary, at 1, carrefour Alexander-Graham-Bell, Building A, 7th Floor, Verdun, Québec, Canada H3E 3B3.

In 2019 and January 2020, amendments were made to the Code of Conduct in order to:

 

 

update the description of BCE’s goal and strategic imperatives, and include a new message from BCE’s President and Chief Executive Officer;

 

 

update the sections entitled Trading in Securities and Public Disclosure of Information to clarify the scope of the relevant rules and guidelines;

 

 

update the section entitled Information Classification and Records Management to clarify employees’ obligation to return any equipment entrusted to them upon termination of the employment relationship;

 

 

update the section entitled Dealing with Customers to clarify and update certain of its content, including as it relates to ethical practices;

 

5


 

update the section entitled Safeguarding Bell Assets – Information Security as it relates to external e-mails; and

 

 

update the section entitled Work Environment to add information and guidelines relating to diversity and inclusion in the workplace, as well as the prevention of workplace violence and harassment, and to reorganize certain of its content.

In addition to these changes, certain other technical, administrative and non-substantive amendments were made to the Code of Conduct.

A copy of the Code of Conduct, as amended, has been posted on BCE’s website at BCE.ca.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

A brief description of our pre-approval policies and procedures and information about principal accountant fees and services can be found under the sections entitled “Pre-approval policies and procedures” and “External auditors’ fees” on page 34 of our Annual Information Form contained in Exhibit 99.1, which sections are incorporated by reference in this annual report on Form 40-F.

In 2019 and 2018, no audit-related, tax or other services were submitted to BCE’s Audit Committee for approval pursuant to the pre-approval requirement waiver provision set out in paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

OFF-BALANCE SHEET ARRANGEMENTS

Please see the sections entitled “Contractual obligations” and “Indemnifications and guarantees (off-balance sheet)” at page 82 of the BCE 2019 MD&A contained in Exhibit 99.2 (which sections are incorporated by reference in this annual report on Form 40-F) for a discussion of certain off-balance sheet arrangements.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Please see the section entitled “Contractual obligations” at page 82 of the BCE 2019 MD&A contained in Exhibit 99.2 (which section is incorporated by reference in this annual report on Form 40-F) for a tabular disclosure and discussion of contractual obligations.

IDENTIFICATION OF THE AUDIT COMMITTEE

BCE has a separately designated standing Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. BCE’s Audit Committee is comprised of seven independent members: Mr. P.R. Weiss (Chair), Mr. D.F. Denison, Mr. R.P. Dexter, Mr. I. Greenberg, Ms. K. Lee, Ms. M.F. Leroux and Mr. R.C. Simmonds.

MINE SAFETY DISCLOSURE

Not applicable.

UNDERTAKING

BCE 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 in relation to which the obligation to file this annual report on Form 40-F arises or transactions in said securities.

 

6


WEBSITE INFORMATION

Notwithstanding any reference to BCE’s website or other websites on the World Wide Web in this annual report on Form 40-F or in the documents attached as Exhibits hereto, the information contained in BCE’s website or any other site on the World Wide Web referred to in this annual report on Form 40-F or in the documents attached as Exhibits hereto, or referred to in BCE’s website, is not a part of this annual report on Form 40-F and, therefore, is not filed with the Commission.

SUMMARY OF SIGNIFICANT DIFFERENCES FROM

NYSE CORPORATE GOVERNANCE RULES

A summary of significant differences between corporate governance practices followed by BCE and corporate governance practices required to be followed by U.S. domestic companies under the New York Stock Exchange’s Listing Standards (disclosure required by section 303A.11 of the NYSE Listed Company Manual) is available in the governance section of BCE’s website at BCE.ca.

 

7


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.

 

BCE Inc.

By: (signed) Glen LeBlanc

        Glen LeBlanc

        Executive Vice-President and Chief

        Financial Officer

Date:  March 11, 2020

 

8


 

 

    

LIST OF EXHIBITS

TO FORM 40-F

Annual Information Form of BCE Inc. for the year ended December 31, 2019   

      Exhibit 99.1

Annual audited consolidated financial statements of BCE Inc. for the year ended December 31, 2019 and the related management’s discussion and analysis   

      Exhibit 99.2

Management’s report on internal control over financial reporting and the Report of Independent Registered Public Accounting Firm thereon   

      Exhibit 99.3

Consent of Independent Registered Public Accounting Firm

 

Bell Canada Unaudited Selected Summary Financial Information

  

      Exhibit 99.4

 

      Exhibit 99.5

Exhibit to 2019 Annual Financial Statements – Earnings Coverage   

      Exhibit 99.6

Certifications of the Chief Executive Officer and the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   

      Exhibit 99.31

Certification of the Chief Executive Officer and the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002   

      Exhibit 99.32

XBRL Instance Document

  

      Exhibit 101

 

 

9


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed on:3/11/206-K
For Period end:12/31/19
1/1/19
4/5/12
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/10/22  Bce Inc.                          SUPPL       2/10/22    1:544K                                   Donnelley … Solutions/FA
 2/08/22  Bce Inc.                          SUPPL       2/08/22    1:538K                                   Donnelley … Solutions/FA
 8/11/21  Bce Inc.                          SUPPL       8/11/21    1:436K                                   Donnelley … Solutions/FA
 8/09/21  Bce Inc.                          SUPPL       8/09/21    1:429K                                   Donnelley … Solutions/FA
 3/16/21  Bce Inc.                          SUPPL       3/16/21    1:428K                                   Donnelley … Solutions/FA
 3/12/21  Bce Inc.                          SUPPL       3/12/21    1:424K                                   Donnelley … Solutions/FA
11/16/20  Bce Inc.                          F-10/A                 2:260K                                   Donnelley … Solutions/FA
11/09/20  Bce Inc.                          F-10                   3:331K                                   Donnelley … Solutions/FA
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