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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 40-F
(Check
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Registration Statement pursuant to Section 12 or the Securities Exchange Act of 1934. |
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Annual Report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. |
For
the fiscal year ended December 31, 2005
Commission
file number 001-10805
Rogers Communications Inc.
(Exact Name of Registrant as Specified in Its Charter)
Not Applicable
(Translation of Registrants 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 |
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Toronto, Ontario M4W 1G9
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(416) 935-7777 |
(Address and Telephone Number of Registrants Principal Executive Offices)
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CT Corporation System
111 Eighth Avenue, 13th Floor |
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New York, New York 10011
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(212) 894-8400 |
(Name, Address and Telephone Number 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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Class B Non-Voting
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New York Stock Exchange |
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Not Applicable
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Not Applicable |
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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:
Convertible Debentures due 2005; 10.50% Senior Notes due 2006;
Class B Non-Voting Shares
For annual reports, indicate by check mark the information filed with this form:
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þ Annual Information Form
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o Audited Annual Financial Statements |
Indicate the number of outstanding shares of each of the issuers classes of capital
or common stock as of the close of the period covered by the annual report:
56,233,894 Class A Voting shares; 257,702,341 Class B Non-Voting shares.
Indicate by check mark whether the registrant by filing the information contained in this form
is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the
Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the file number
assigned to the registrant in connection with such rule.
Yes
o 82-___ No þ
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.
Yes þ No o
DISCLOSURE CONTROLS AND PROCEDURES
As of the end of the period covered by this report (the Evaluation Date), Rogers Communications
Inc. (the Company) conducted an evaluation (under the supervision and with the participation of
the Companys management, including the chief executive officer and chief financial officer),
pursuant to Rule 13a-15 promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act), of the effectiveness of the design and operation of the Companys disclosure
controls and procedures. Based on this evaluation, the Companys chief executive officer and chief
financial officer concluded that as of the Evaluation Date such disclosure controls and procedures
were effective.
Since the last evaluation by the Companys management of the Companys internal controls, there
have been no changes in the internal controls or in other factors that could significantly affect
the internal controls that were materially affected, or are reasonably likely to materially affect,
the Companys internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors of Rogers Communications Inc. has determined that the Company has at least
one audit committee financial expert, (as defined in the general instruction 8(b) of Form 40-F),
serving on its Audit Committee. The audit committee financial expert is C. William D. Birchall.
See also Item 17 Audit Committee, of the Companys Annual Information Form, attached as Exhibit
99.1.
CODE OF CONDUCT AND ETHICS
The Company has adopted a code of conduct and ethics that applies to all directors and officers.
The code of conduct and ethics has been posted on the Rogers website under the Corporate Governance
Rogers Communications Inc. section at www.rogers.com. A copy of the code of conduct and ethics
will 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 Companys annual financial statements for 2005 and 2004, and fees billed for other
services rendered by KPMG LLP, during the period from January 1, 2004 to December 31, 2005.
Auditors Fees
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2005 |
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2004 |
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Audit Fees(1) |
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4,702,838 |
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$ |
4,588,061 |
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Audit-related fees(2) |
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442,400 |
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759,696 |
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Tax Fees(3) |
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721,608 |
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1,166,735 |
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All other fees(4) |
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40,000 |
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Total |
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5,906,846 |
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$ |
6,514,492 |
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NOTES:
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(1) |
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Consist of fees related to statutory audits, related audit work in connection with
registration statements and other filings with various regulatory authorities, and accounting
consultations related to audited financial statements. |
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Consist mainly of regulatory audits and reviews, advice relating to compliance with Canadian
and U.S. rules on internal controls and other specified procedures audits. |
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Consist of fees for tax consultation and compliance services. |
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(4) |
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Consist mainly of fees for French translation. |
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The Companys policy regarding pre-approval of all audit, audit-related and non-audit services is
based upon compliance with the Sarbanes-Oxley Act of 2002, and subsequent implementing rules
promulgated by the SEC.
The following is the pre-approval process:
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Annually the Company will provide the Audit Committee with a list of the audit-related
and non-audit services that may be provided 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 auditors independence. |
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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. |
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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. |
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A review 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. |
OFF-BALANCE SHEET ARRANGEMENTS
The
Company does not have any off-balance sheet arrangements other than
those described under the header Off-Balance Sheet
Arrangements on pages 48-49 and the cross-currency interest
rate exchange agreements described under the heading Interest Rate and Foreign Exchange
Management on pages 44 to 46 of the 2005 Managements Discussion and Analysis filed with the Securities
and Exchange Commission on March 9, 2006 as Exhibit 99.1 to the Companys Form 6-K and incorporated by
reference herein.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided under the heading Commitments and Other Contractual Obligations set
forth on page 48 of the Managements Discussion and Analysis filed with the Securities and
Exchange Commission on March 9, 2006 as Exhibit 99.1 to the Companys Form 6-K is incorporated by
reference herein.
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UNDERTAKING
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.
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.
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Registrant |
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Rogers Communications Inc. |
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By
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/s/ Edward S. Rogers.
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/s/ Alan D. Horn |
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Edward S. Rogers
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Alan D. Horn |
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President and Chief Executive Officer
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Vice President, Finance
and Chief Financial Officer |
Date March 8, 2006
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EXHIBIT INDEX
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Exhibit Number
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Description |
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23.1
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Independent Auditors Consent |
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 |
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 |
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32.1
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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99.1
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Annual Information Form |
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99.2
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Managements Discussion and Analysis for the fiscal year ended December 31, 2005,
including annual audited consolidated financial statements filed with the Securities
and Exchange Commission (SEC) under cover of a
Form 6-K dated March 9, 2006. |
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99.3
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Rogers Communications Inc. Business
Acquisition Report dated September 13, 2005 incorporated by
reference to Exhibit 99.1 to the Companys Report of
Foreign Private Issuer on Form 6-K dated September 20, 2005 |
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