|• FORM 40-F • ANNUAL INFORMATION FORM OF BCE INC. FOR THE YEAR ENDED DECEMBER 31, 2011 • ANNUAL AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF BCE INC. FOR THE YEAR ENDED DECEMBER 31, 2011 AND THE RELATED MDA • REPORTS OF BCE INC.'S MANAGEMENT AND OF BCE INC.'S EXTERNAL AUDITORS CONCERNING INTERNAL CONTROL OVER FINANCIAL REPORTING • CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS • CERTIFICATIONS OF THE CEO AND THE CFO PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 • CERTIFICATION OF THE CEO AND THE CFO PURSUANT TO 18 U.S.C. SECTION 1350|
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Securities registered pursuant to Section 12(b) of the Act:
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:
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:
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.
PRIOR FILINGS MODIFIED AND SUPERSEDED
The annual report on Form 40-F of BCE Inc. (BCE) for the year ended December 31, 2011, 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 MANAGEMENTS DISCUSSION AND ANALYSIS
A. Annual Audited Consolidated Financial Statements
For the BCE annual audited consolidated financial statements for the year ended December 31, 2011 (the BCE 2011 Financial Statements), see pages 78 to 120 of the BCE 2011 Annual Report to Shareholders (the BCE 2011 Annual Report), which BCE 2011 Financial Statements are contained in Exhibit 99.2 and are incorporated herein by reference.
B. Managements Discussion and Analysis
For the BCE managements discussion and analysis of financial condition and results of operations for the year ended December 31, 2011 (the BCE 2011 MD&A), see pages 22 to 75 and page 121 of the BCE 2011 Annual Report, which BCE 2011 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 is recorded, processed, summarized and reported within the time periods specified under Canadian and U.S. securities laws and include controls and procedures that are designed to ensure that the information is accumulated and communicated to management, including BCEs President and Chief Executive Officer (CEO) and Executive Vice-President and Chief Financial Officer (CFO), to allow timely decisions regarding required disclosure.
As at December 31, 2011, 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 U.S. Securities Exchange Act of 1934 and under National Instrument 52-109 - Certification of Disclosure in Issuers Annual and Interim Filings. The CEO and CFO have limited the scope of their design and evaluation of our disclosure controls and procedures to exclude the disclosure controls and procedures of BCEs wholly-owned subsidiary, Bell Media Inc. (Bell Media), previously known as CTV Inc., which BCE acquired on April 1, 2011. Bell Medias contribution to our consolidated financial statements for the year ended December 31, 2011 was 7% of consolidated revenues and had no material impact on consolidated earnings. Additionally, at December 31, 2011, Bell Medias current assets and current liabilities were approximately 12% and 5% of BCEs consolidated current assets and current liabilities, respectively, and its non-current assets and non-current liabilities were approximately 3% and 5% of BCEs consolidated non-current assets and non-current liabilities, respectively. The design and evaluation of the operating effectiveness of Bell Medias disclosure controls and procedures will be completed in the first half of 2012. Further details related to the acquisition of CTV Inc. are disclosed in Note 4 entitled Acquisitions of the BCE 2011 Financial Statements contained in Exhibit 99.2 (which Note is incorporated by reference in this annual report on Form 40-F).
Based on that evaluation, which excluded Bell Medias disclosure controls and procedures, the CEO and CFO concluded that our disclosure controls and procedures were effective as at December 31, 2011.
INTERNAL CONTROL OVER FINANCIAL REPORTING
A. Managements report on internal control over financial reporting
The report of BCEs management entitled Managements Report On Internal Control Over Financial Reporting appearing at page 76 of the BCE 2011 Annual Report, which report is contained in Exhibit 99.3, is incorporated herein by reference.
B. Auditors report on internal control over financial reporting
The report of BCEs external auditors concerning BCEs internal control over financial reporting appearing at page 77 of the BCE 2011 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, 2011 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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 BCEs 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 the Audit Committee, the board determined that at least one of the members, being the current Chair of the Audit Committee, Mr. P.R. Weiss, is qualified as an audit committee financial expert, 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 Canadas Code of Business Conduct (the Code of Conduct), which provides guidelines for ethical behaviour. The Code of Conduct includes additional guidelines for executive officers, including the CEO, CFO, Controller and Treasurer. The Code of Conduct is available in the governance section of BCEs website at www.bce.ca.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
External auditors fees
The table below shows the fees that BCEs external auditors, Deloitte & Touche LLP, billed to BCE and its subsidiaries for various services in each of the past two fiscal years.
Auditor Independence Policy
BCEs Auditor Independence Policy is a comprehensive policy governing all aspects of BCEs relationship with the external auditors, including:
In particular, the policy specifies that:
The Auditor Independence Policy is available in the governance section of BCEs website at www.bce.ca.
In 2011 and 2010, BCEs audit committee did not approve any audit-related, tax or other services pursuant to paragraph (c)(7) (i) (C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
Please see the section entitled Guarantees at page 53 of the BCE 2011 MD&A contained in Exhibit 99.2 (which section is incorporated by reference in this annual report on Form 40-F) for a discussion of off-balance sheet arrangements, namely, guarantees.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Please see the section entitled Contractual Obligations at page 53 of the BCE 2011 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. BCEs audit committee is comprised of six independent members: Mr. P.R. Weiss (Chair), Mr. A. Bérard, Ms. S. Brochu, Mr. A.S. Fell, Mr. J. Prentice, and Mr. R.C. Simmonds.
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.
Notwithstanding any reference to BCEs 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 BCEs 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 BCEs website, is not a part of this annual report on Form 40-F and, therefore, is not filed with the Commission.
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
BCE has made in the documents filed as part of this annual report on Form 40-F, and from time to time may otherwise make, forward-looking statements and related assumptions concerning its operations, economic performance and financial matters. Except as may be required by Canadian securities laws, BCE does not undertake any obligation to update or revise any of these forward-looking statements or related assumptions whether as a result of new information, future events or otherwise. Actual results or events could differ materially from those set forth in, or implied by, the forward-looking statements and the related assumptions due to a variety of risk factors. Reference is made to the various risk factors discussed throughout the BCE 2011 MD&A, contained in Exhibit 99.2, including, in particular, to the risk factors discussed in the sections of the BCE 2011 MD&A entitled About Forward-Looking Statements, Our Competitive Environment, Our Regulatory Environment and Risks that Could Affect Our Business and Results. Reference is also hereby made to the various assumptions discussed throughout the BCE 2011 MD&A, including, in particular, to the assumptions discussed in the section of the BCE 2011 MD&A entitled Business Outlook and Assumptions.
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 Exchanges Listing Standards (disclosure required by section 303A.11 of the NYSE Listed Company Manual) is available in the governance section of BCEs website at www.bce.ca.
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.
LIST OF EXHIBITS