£
|
Registration Statement pursuant
to Section 12 or the Securities Exchange Act of
1934.
|
R
|
Annual Report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934.
|
For
the fiscal year ended
|
Commission
file number
|
December 31, 2007
|
001-10805
|
333
Bloor Street East, 10th Floor
|
|
Toronto,
Ontario M4W 1G9
|
(416)
935-7777
|
(Address
and Telephone Number of Registrant’s Principal Executive
Offices)
|
CT
Corporation System
|
|
111
Eighth Avenue, 13th Floor
|
|
New
York, New York 10011
|
(212)
894-8400
|
(Name,
Address and Telephone Number of Agent For Service in the United
States)
|
Class B Non-Voting
|
New York Stock Exchange
|
|
Not
Applicable
|
Not
Applicable
|
R Annual
Information Form
|
£ Audited
Annual Financial Statements
|
Year
ended December 31,
|
||||||||
2007
|
2006
|
|||||||
Audit
Fees(1)
|
$ | 8,113,406 | $ | 8,829,138 | ||||
Audit-related
Fees(2)
|
978,738 | 1,070,834 | ||||||
Tax
Fees(3)
|
2,408,660 | 703,719 | ||||||
All
Other Fees(4)
|
183,306 | 0 | ||||||
Total
|
$ | 11,684,110 | $ | 10,603,691 |
(1)
|
Consist
of fees related to statutory audits, related audit work in connection with
registration statements and other filings with various regulatory
authorities, quarterly reviews of interim financial statements and
accounting consultations related to audited financial
statements.
|
(2)
|
Consist
mainly of advice relating to compliance with Canadian and U.S. rules on
internal controls, pension plan audits and other specified procedures
engagements.
|
(3)
|
Consist
of fees for tax consultation and compliance services, including indirect
taxes.
|
(4)
|
Consist
mainly of fees for French translation of certain filings with regulatory
authorities and operational advisory and risk management
services.
|
1.
|
Annually
the Company will provide the Audit 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 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.
|
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 (i) $100,000 per engagement or (ii) $500,000 per quarter in
aggregate amount on a consolidated basis for the
Company.
|
3.
|
The
Audit Committee delegates authority to the Chairman of the Audit 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
Committee. Any services approved by the Chairman will be reported to the
full Audit Committee at the next
meeting.
|
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 Committee.
|
By
|
/s/
Edward S. Rogers
|
/s/
William W. Linton
|
|
Edward
S. Rogers
|
William
W. Linton
|
||
President
and Chief Executive Officer
|
Senior
Vice President, Finance and Chief Financial
Officer
|
Exhibit Number
|
Description
|
|
23.1
|
Independent
Auditors’ Consent
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
|
#32.1
|
Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
99.1
|
Annual
Information Form for the fiscal year ended December 31,
2007
|
|
99.2
|
Management’s
Discussion and Analysis for the fiscal year ended December 31, 2007,
including annual audited consolidated financial statements filed with the
Securities and Exchange Commission (“SEC”) under cover of a Form 6-K dated
March 4, 2008.
|