Table of Contents
Exhibit 99.1
IN TWENTY-TWENTY WE WERE AT THE
OF CONNECTIONS WHEN IT MATTERED MOST.
ANNUAL INFORMATION FORM
FOR THE YEAR ENDED DECEMBER 31, 2020
MARCH 4, 2021
Table of Contents
In this Annual Information Form, we, us, our, BCE and the company mean, as the context may require, either BCE Inc. or, collectively, BCE Inc., Bell Canada, their subsidiaries, joint arrangements and associates. Bell means, as the context may require, either Bell Canada or, collectively, Bell Canada, its subsidiaries, joint arrangements and associates.
Each section of BCE’s 2018, 2019 and 2020 management’s discussion and analysis (BCE 2018 MD&A, BCE 2019 MD&A and BCE 2020 MD&A, respectively) and each section of BCE’s 2020 consolidated financial statements referred to in this Annual Information Form is incorporated by reference herein. No other document shall be considered to be incorporated by reference in this Annual Information Form. The BCE 2018 MD&A, BCE 2019 MD&A, BCE 2020 MD&A and BCE 2020 consolidated financial statements have been filed with the Canadian provincial securities regulatory authorities (available at sedar.com) and with the United States (U.S.) Securities and Exchange Commission (SEC) as exhibits to BCE’s annual reports on Form 40-F (available at sec.gov). They are also available on BCE’s website at BCE.ca.
Documents and other information contained in BCE’s website or in any other site referred to in BCE’s website or in this Annual Information Form are not part of this Annual Information Form and are not incorporated by reference herein.
All dollar figures are in Canadian dollars, unless stated otherwise. The information in this Annual Information Form is as of March 4, 2021, unless stated otherwise, and except for information in documents incorporated by reference that have a different date.
On June 1, 2020, BCE announced that it had entered into an agreement to sell substantially all of its data centre operations in an all-cash transaction valued at $1.04 billion. We have reclassified amounts related to the sale for the previous year to discontinued operations in our consolidated income statements and consolidated statements of cash flows to make them consistent with the presentation for the current year. Property, plant and equipment and intangible assets that were sold were no longer depreciated or amortized effective June 1, 2020. The sale was completed in the fourth quarter of 2020.
To align with changes in how we manage our business and assess performance, the operating results of our public safety land radio network business are now included within our Bell Wireline segment effective January 1, 2020, with prior periods restated for comparative purposes. Previously, these results were included within our Bell Wireless segment. Our public safety land radio network business, which builds and manages land mobile radio networks primarily for the government sector, is now managed by our Bell Business Markets team in order to better serve our customers with end-to-end communications solutions.
Trademarks in this Annual Information Form which are owned or used under licence by BCE Inc., Bell Canada or their subsidiaries include, without limitation, BCE, BELL Design, BELL MOBILITY and BELL MEDIA. This Annual Information Form also includes trademarks of other parties. The trademarks referred to in this Annual Information Form may be listed without the ® and TM symbols.
© BCE Inc., 2021. All rights reserved.
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|
ANNUAL
INFORMATION FORM |
PARTS OF MD&A AND FINANCIAL STATEMENTS INCORPORATED BY REFERENCE (REFERENCES ARE TO PAGES OF THE BCE 2020 ANNUAL REPORT, EXCEPT WHERE OTHERWISE INDICATED) |
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| 1 | Caution regarding forward-looking statements | 2 | 54-55; 70; 76-77; 82; 103-110 | |||||||
| 2 | Corporate structure | 4 | ||||||||
| 2.1 | 4 | |||||||||
| 2.2 | 4 | |||||||||
| 3 | Description of our business | 5 | 32 | |||||||
| 3.1 | 5 | 35-38; 54-55; 61; 67; 70; 73; 76-77; 82; 98 | ||||||||
| 3.2 | 6 | 49-53 | ||||||||
| 3.3 | 6 | 51 | ||||||||
| 3.4 | 10 | |||||||||
| 3.5 | 11 | |||||||||
| 3.6 | 11 | |||||||||
| 3.7 | 14 | |||||||||
| 3.8 | 14 | 41-48 | ||||||||
| 3.9 | 15 | 55-58; 69-71; 75-76; 78; 80-81; 83 | ||||||||
| 3.10 | 15 | 99-102 | ||||||||
| 3.11 | 16 | |||||||||
| 4 | General development of our business – three-year history | 17 | ||||||||
| 4.1 | 17 | |||||||||
| 4.2 | 18 | 38-41; 49-53; 34-37 (1); 41-45 (1); 34-37 (2); 41-45 (2) | ||||||||
| 4.3 | 18 | 99-102; 88-92 (1); 88-92 (2) | ||||||||
| 5 | Our capital structure | 19 | ||||||||
| 5.1 | 19 | 161-162 | ||||||||
| 5.2 | 20 | 152-153 | ||||||||
| 5.3 | 21 | |||||||||
| 5.4 | 24 | |||||||||
| 6 | Dividends and dividend payout policy | 26 | 39-41 | |||||||
| 7 | Our directors and executive officers | 27 | ||||||||
| 7.1 | 27 | |||||||||
| 7.2 | 28 | |||||||||
| 7.3 | 28 | |||||||||
| 8 | Legal proceedings | 29 | ||||||||
| 9 | Interest of management and others in material transactions | 32 | ||||||||
| 10 | Interest of experts | 32 | ||||||||
| 11 | Transfer agent and registrar | 32 | ||||||||
| 12 | For more information | 32 | ||||||||
| 13 | Schedule 1 – Audit Committee information | 33 | ||||||||
| 14 | Schedule 2 – Audit Committee charter | 36 | ||||||||
| (1) |
References to parts of the BCE 2019 MD&A contained in BCE’s annual report for the year ended December 31, 2019 (BCE 2019 Annual Report). |
| (2) |
References to parts of the BCE 2018 MD&A contained in BCE’s annual report for the year ended December 31, 2018 (BCE 2018 Annual Report). |
BCE INC. 2020 ANNUAL INFORMATION FORM | 1
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1 Caution regarding forward-looking statements
| 1 |
Caution regarding forward-looking statements |
Certain statements made in this Annual Information Form are forward-looking statements. These statements include, without limitation, statements relating to BCE’s dividend growth objective and 2021 annualized common share dividend, BCE’s network deployment and capital investment plans, including its two-year increased capital investment program to accelerate fibre, Wireless Home Internet and Fifth Generation (5G) network expansion, our business outlook, objectives, plans and strategic priorities, and other statements that do not refer to historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, project, strategy, target and other similar expressions or future or conditional verbs such as aim, anticipate, believe, could, expect, intend, may, plan, seek, should, strive and will. All such forward-looking statements are made pursuant to the safe harbour provisions of applicable Canadian securities laws and of the U.S. Private Securities Litigation Reform Act of 1995.
Unless otherwise indicated by us, forward-looking statements in this Annual Information Form describe our expectations as at March 4, 2021 and, accordingly, are subject to change after that date. Except as may be required by applicable securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in, or implied by, such forward-looking statements and that our business outlook, objectives, plans and strategic priorities may not be achieved. These statements are not guarantees of future performance or events, and we caution you against relying on any of these forward-looking statements. Forward-looking statements are presented in this Annual Information Form for the purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook, as well as our anticipated operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes.
Subject to various factors including, without limitation, the future impacts of the COVID-19 pandemic, which are difficult to predict, we believe that the assumptions on which the forward-looking statements made in this Annual Information Form are based were reasonable at March 4, 2021. Refer in particular to the sections of the BCE 2020 MD&A entitled Business outlook and assumptions on pages 54, 55, 70, 76, 77 and 82 of BCE’s annual report for the year ended December 31, 2020 (BCE 2020 Annual Report) for a discussion of certain key economic, market and operational assumptions we have made in preparing forward-looking statements. If our assumptions turn out to be inaccurate, our actual results could be materially different from what we expect.
Important risk factors that could cause actual results or events to differ materially from those expressed in, or implied by, the previously mentioned forward-looking statements and other forward-looking statements contained in this Annual Information Form include, but are not limited to: the COVID-19 pandemic and the adverse effects from the emergency measures implemented or to be implemented as a result thereof, as well as other pandemic, epidemic and other health risks; adverse economic and financial market conditions, a declining level of retail and commercial activity, and the resulting negative impact on the demand for, and prices of, our products and services; the intensity of competitive activity including from new and emerging competitors; the level of technological substitution and the presence of alternative service providers contributing to the acceleration of disruptions and disintermediation in each of our business segments; changing viewer habits and the expansion of over-the-top (OTT) television (TV) and other alternative service providers, as well as the fragmentation of, and changes in, the advertising market; rising content costs and challenges in our ability to acquire or develop key content; the proliferation of content piracy; higher Canadian smartphone penetration and reduced or slower immigration flow; regulatory initiatives, proceedings and decisions, government consultations and government positions that affect us and influence our business; the inability to protect our physical and non-physical assets from events such as information security attacks, unauthorized access or entry, fire and natural disasters; the failure to transform our operations, enabling a truly customer-centric service experience, while lowering our cost structure; the failure to continue investment in next-generation capabilities in a disciplined and strategic manner; the inability to drive a positive customer experience; the complexity in our operations; the failure to maintain operational networks in the context of significant increases in capacity demands; the risk that we may need to incur significant capital expenditures to provide additional capacity and reduce network congestion; the failure to implement or maintain highly effective information technology (IT) systems; the failure to generate anticipated benefits from our corporate restructurings, system replacements and upgrades, process redesigns, staff reductions and the integration of business acquisitions; events affecting the functionality of, and our ability to protect, test, maintain, replace and upgrade, our networks, IT systems, equipment and other facilities; in-orbit and other operational risks to which the satellites used to provide our satellite TV services are subject; the failure to attract and retain employees with the appropriate skill sets and to drive their
2 | BCE INC. 2020 ANNUAL INFORMATION FORM
Table of Contents
1 Caution regarding forward-looking statements
performance in a safe environment; labour disruptions and shortages; our dependence on third-party suppliers, outsourcers and consultants to provide an uninterrupted supply of the products and services we need to operate our business; the failure of our vendor selection, governance and oversight processes; security and data leakage exposure if security control protocols affecting our suppliers are bypassed; the quality of our products and services and the extent to which they may be subject to manufacturing defects or fail to comply with applicable government regulations and standards; the inability to access adequate sources of capital and generate sufficient cash flows from operating activities to meet our cash requirements, fund capital expenditures and provide for planned growth; uncertainty as to whether dividends will be declared by BCE’s board of directors or whether the dividend on common shares will be increased; the inability to manage various credit, liquidity and market risks; pension obligation volatility and increased contributions to post-employment benefit plans; new or higher taxes due to new tax laws or changes thereto or in the interpretation thereof, and the inability to predict the outcome of government audits; the failure to reduce costs, as well as unexpected increases in costs; the failure to evolve practices to effectively monitor and control fraudulent activities; unfavourable resolution of legal proceedings and, in particular, class actions; new or unfavourable changes in applicable laws and the failure to proactively address our legal and regulatory obligations; the failure to recognize and adequately respond to climate change concerns or stakeholder and governmental changing expectations on environmental matters; and health concerns about radiofrequency emissions from wireless communication devices and equipment.
These and other risk factors that could cause actual results or events to differ materially from our expectations expressed in, or implied by, our forward-looking statements are discussed in this Annual Information Form and the BCE 2020 MD&A and, in particular, in section 9, Business risks of the BCE 2020 MD&A, on pages 103 to 110 of the BCE 2020 Annual Report.
Forward-looking statements contained in this Annual Information Form for periods beyond 2021 involve longer-term assumptions and estimates than forward-looking statements for 2021 and are consequently subject to greater uncertainty. In particular, the nature and value of capital investments planned to be made by BCE over the next two years assume our ability to access or generate the necessary sources of capital as well as access the necessary equipment and labour. However, there can be no assurance that the required sources of capital, equipment or labour will be available with the result that the actual nature and value of capital investments made by BCE, as well as the timing thereof, could materially differ from current expectations. Forward-looking statements for periods beyond 2021 further assume, unless otherwise indicated, that the competitive, regulatory, security, technological, operational, financial and other risks described above and in section 9, Business risks of the BCE 2020 MD&A will remain substantially unchanged during such periods, except for an assumed improvement in the risks related to the COVID-19 pandemic and general economic conditions in future years.
We caution readers that the risks described above are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, liquidity, financial results or reputation. From time to time, we consider potential acquisitions, dispositions, mergers, business combinations, investments, monetizations, joint ventures and other transactions, some of which may be significant. Except as otherwise indicated by us, forward-looking statements do not reflect the potential impact of any such transactions or of special items that may be announced or that may occur after March 4, 2021. The financial impact of these transactions and special items can be complex and depends on facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way or in the same way we present known risks affecting our business.
BCE INC. 2020 ANNUAL INFORMATION FORM | 3
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2 Corporate structure
| 2 |
Corporate structure |
| 2.1 |
Incorporation and registered office |
BCE Inc. was incorporated in 1970 and was continued under the Canada Business Corporations Act in 1979. It is governed by a certificate and articles of amalgamation dated August 1, 2004, as amended by: (a) a certificate and articles of arrangement dated July 10, 2006 to implement a plan of arrangement providing for the distribution by BCE Inc. to its shareholders of units in the Bell Aliant Regional Communications Income Fund and to consolidate outstanding BCE Inc. common shares; (b) a certificate and articles of amendment dated January 25, 2007 to implement a plan of arrangement providing for
the exchange of Bell Canada preferred shares for BCE Inc. preferred shares; (c) a certificate and articles of amendment dated June 29, 2011 to create two additional series of BCE Inc. Cumulative Redeemable First Preferred Shares (first preferred shares or Preferred Shares); and (d) certificates and articles of amendment dated September 22, 2014 and November 11, 2014 to create six additional series of BCE Inc. first preferred shares. BCE Inc.’s head and registered offices are located at 1, Carrefour Alexander-Graham-Bell, Building A, Verdun, Québec H3E 3B3.
| 2.2 |
Subsidiaries |
The table below shows BCE Inc.’s main subsidiaries at December 31, 2020, which are all incorporated in Canada, and the percentage of voting securities that BCE Inc. directly or indirectly held in such subsidiaries on that date. BCE Inc. has other subsidiaries that have not been included in the table since each represented 10% or less of our total consolidated
assets and 10% or less of our total consolidated operating revenues at December 31, 2020. These other subsidiaries together represented 20% or less of our total consolidated assets and 20% or less of our total consolidated operating revenues at December 31, 2020.
| SUBSIDIARY |
|
PERCENTAGE OF VOTING SECURITIES HELD
BY BCE INC. AT DECEMBER 31, 2020 |
(1) |
|
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Bell Canada |
100% | |||
|
Bell Mobility Inc. |
100% | |||
|
Bell Media Inc.
|
100% | |||
| (1) |
At December 31, 2020, BCE Inc. directly held 94.1% of the voting securities of Bell Canada and indirectly held the remaining 5.9% through its wholly-owned subsidiary, Bell MTS Inc. BCE Inc. indirectly held all the voting securities of: (i) Bell Mobility Inc. (Bell Mobility) through Bell Canada, which in turn indirectly held all the voting securities of Bell Mobility through its wholly-owned subsidiary, Bell Mobility Holdings Inc.; and (ii) Bell Media Inc. (Bell Media) through Bell Canada. |
4 | BCE INC. 2020 ANNUAL INFORMATION FORM
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3 Description of our business
| 3 |
Description of our business |
This section contains forward-looking statements, including relating to our network deployment and capital investment plans, and our business outlook, objectives, plans and strategic priorities. Refer to section 1, Caution regarding forward-looking statements in this Annual Information Form.
COVID-19
The emergency measures put in place in Canada starting in March 2020 to combat the COVID-19 pandemic significantly disrupted retail and commercial activities across most sectors of the economy and had an adverse and pervasive impact on our financial and operating performance throughout most of 2020. Consequently, this unfavourably affected all three of our segments, with a more pronounced impact on our Bell Wireless and Bell Media segments. The most significant impact of the COVID-19 pandemic was experienced in the second quarter of 2020. The gradual easing of certain emergency measures in the latter part of the second quarter allowed many businesses to resume some level of, or increase, commercial activities, resulting in a marked sequential improvement in our business and financial performance in the third quarter. However, starting in late September, due to the resurgence in the number of COVID-19 cases, government restrictions were gradually tightened and became more severe in late December, resulting in the closure of all non-essential businesses and the reintroduction of lockdown measures in certain areas. This drove lower consumer activity during key selling periods. For more information on the principal consequences of the COVID-19 pandemic on our business and financial results in 2020, refer to section 1, Overview – COVID-19 of the BCE 2020 MD&A, on page 32 of the BCE 2020 Annual Report.
Since the beginning of the COVID-19 pandemic, our response has been guided by three operating principles: keep Canadians connected and informed; protect the health and safety of the public, our customers and team; and support our customers and communities. Despite unprecedented demand across our networks due to the pandemic, we have maintained service availability at 99.99+% throughout the crisis; introduced innovative tactics focused on customer experience, including
equipping 12,000 call centre agents to work from home, retraining thousands of team members as service agents and introducing innovative remote installation practices; and launched enhanced online and appointment-based sales options. Our business markets team has further responded to a variety of COVID-19-related special requests from government instances of various types but specifically in relation to civil servants teleworking, various bandwidth augmentations, and testing centre and vaccination clinic setups, as well as supporting the establishment of various call centres dedicated to supporting Canadians in these difficult times. As part of its support for Canadian communities during the COVID-19 pandemic, Bell Let’s Talk also announced new funding for frontline mental health providers, including Canadian Red Cross, Canadian Mental Health Association, Kids Help Phone, Revivre and Strongest Families Institute.
Due to uncertainties relating to the severity and duration of the COVID-19 pandemic, including the current resurgence and possible future resurgences in the number of COVID-19 cases, and various potential outcomes, it is difficult at this time to estimate the impacts of the COVID-19 pandemic on our business or future financial results and related assumptions. Our business and financial results could continue to be significantly and negatively impacted in future periods. The extent to which the COVID-19 pandemic will continue to adversely impact us will depend on future developments that are difficult to predict, including the effective distribution of approved vaccines and treatments, and the potential development and distribution of new vaccines and treatments, as well as new information which may emerge concerning the severity, duration and resurgences of the COVID-19 pandemic and the actions required to contain the coronavirus or remedy its impacts, among others.
| 3.1 |
General summary |
BCE is Canada’s largest communications company, providing residential, business and wholesale customers with a wide range of solutions for all their communications needs. Our results are reported in three segments: Bell Wireless, Bell Wireline and Bell Media.
Bell Wireless provides wireless voice and data communication products and services to our residential, small and medium-sized business and large enterprise customers as well as consumer electronic products across Canada.
Bell Wireline provides data, including Internet access and Internet protocol television (IPTV), local telephone, long distance, as well as other communication services and products to our residential, small and medium-sized business and large enterprise customers, primarily in Ontario, Québec, the Atlantic provinces and Manitoba, while satellite TV service and connectivity to business customers are available nationally across Canada. In addition, this segment includes our wholesale business, which buys and sells local telephone, long distance, data and other services from or to resellers and other carriers.
Bell Media provides conventional TV, specialty TV, pay TV, streaming services, digital media services, radio broadcasting services and
out-of-home (OOH) advertising services to customers nationally across Canada.
Additional information regarding our business operations and the products and services we provide can be found in section 1.2, About BCE of the BCE 2020 MD&A, on pages 35 to 38 of the BCE 2020 Annual Report.
In addition to our operating segments, we also hold investments in a number of other assets, including:
| • |
a 28% indirect equity interest in Maple Leaf Sports & Entertainment Ltd., a sports and entertainment company that owns several sports teams, including the Toronto Maple Leafs, the Toronto Raptors, the Toronto FC and the Toronto Argonauts, as well as real estate and entertainment assets in Toronto |
| • |
a 50% indirect equity interest in Glentel Inc. (Glentel), a Canadian-based connected services retailer |
| • |
an 18.4% indirect equity interest in entities that operate the Montreal Canadiens Hockey Club, evenko (a promoter and producer of cultural and sports events) and the Bell Centre in Montréal, Québec, as well as Place Bell in Laval, Québec |
BCE INC. 2020 ANNUAL INFORMATION FORM | 5
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3 Description of our business
A discussion of the key acquisitions, investments and dispositions completed by BCE in the last three financial years can be found in section 4.1, Transactions of this Annual Information Form.
For the years ended December 31, 2020 and 2019, we generated consolidated operating revenues of $22,883 million and $23,793 million, respectively, and consolidated net earnings of $2,699 million and $3,253 million, respectively. Consolidated net earnings for the years ended December 31, 2020 and 2019 include $226 million and $29 million, respectively, of net earnings from discontinued operations. For the year ended December 31, 2020, Bell Wireless’ operating revenues totalled $8,683 million ($8,630 million external revenues), Bell Wireline’s operating revenues totalled $12,206 million ($11,884 million external revenues) and Bell Media’s operating revenues totalled $2,750 million ($2,369 million external revenues). For the year ended December 31, 2019, Bell Wireless’ operating revenues totalled $9,001 million ($8,946 million external revenues), Bell Wireline’s operating revenues totalled $12,317 million ($12,036 million external revenues) and Bell Media’s operating revenues totalled $3,217 million ($2,811 million external revenues). A table showing
the operating revenues that each segment contributed to total operating revenues for the years ended December 31, 2020 and 2019 can be found in section 4.3, Operating revenues of the BCE 2020 MD&A, on page 61 of the BCE 2020 Annual Report. A table showing the operating revenues of our Bell Wireless and Bell Wireline segments by category of product and service can be found in section 5.1, Bell Wireless and section 5.2, Bell Wireline of the BCE 2020 MD&A, on pages 67 and 73, respectively, of the BCE 2020 Annual Report.
Some of our segments’ revenues vary slightly by season. For more information, refer to section 7.2, Quarterly financial information – Seasonality considerations of the BCE 2020 MD&A, on page 98 of the BCE 2020 Annual Report.
Additional information regarding the business outlook of our Bell Wireless, Bell Wireline and Bell Media segments can be found in the sections entitled Business outlook and assumptions of the BCE 2020 MD&A, on pages 54, 55, 70, 76, 77 and 82 of the BCE 2020 Annual Report.
| 3.2 |
Strategic imperatives |
BCE’s goal is to advance how Canadians connect with each other and the world. Our strategic imperatives frame our longstanding strengths in networks, service innovation and content creation, and position the company for continued growth and innovation leadership in a fast-changing communications marketplace. Our primary business objectives are to grow our subscriber base profitably and to maximize revenues, operating profit, free cash flow and return on invested capital by further enhancing our position as the foremost provider in Canada of comprehensive communications services to residential, business and wholesale customers, and as Canada’s premier content creation company. We seek to take advantage of opportunities to leverage our networks, infrastructure, sales channels, and brand and marketing resources across our various lines of business to create value for both our customers and other stakeholders.
Our strategy is centred on our disciplined focus and execution of six strategic imperatives that position us to deliver continued success. The six strategic imperatives that underlie BCE’s business plan are:
| 1. |
Build the best networks |
| 2. |
Drive growth with innovative services |
| 3. |
Deliver the most compelling content |
| 4. |
Champion customer experience |
| 5. |
Operate with agility and cost efficiency |
| 6. |
Engage and invest in our people |
Additional information regarding our strategic imperatives can be found in section 2, Strategic imperatives of the BCE 2020 MD&A, on pages 49 to 53 of the BCE 2020 Annual Report.
| 3.3 |
Competitive strengths |
CANADA’S LARGEST COMMUNICATIONS COMPANY
We are Canada’s largest communications company, offering a wide range of telecommunications products and services, as described below:
| • |
We are the largest local exchange carrier in Canada. BCE operates an extensive local access network in Ontario, Québec, the Atlantic provinces and Manitoba, as well as in Canada’s Northern Territories. We provide a complete suite of wireless communications, wireline voice and data, including Internet access and TV, product and service offerings to residential, business and wholesale customers. We also own Bell Media, Canada’s leading content creation company with premier assets in video, radio, digital media and OOH advertising. |
| • |
We also offer competitive local exchange carrier (CLEC) services in Alberta and British Columbia |
| • |
At December 31, 2020, BCE was one of the largest wireless operators in Canada based on number of subscribers, providing approximately 10.2 million subscribers with nationwide mobile voice and data services |
| • |
BCE is the largest Internet service provider in Canada based on number of subscribers, providing approximately 3.7 million retail customers at December 31, 2020 with high-speed Internet access through fibre-optic, wireless-to-the-premise (WTTP) and digital subscriber line (DSL) technology |
| • |
BCE is the largest TV provider in Canada based on number of subscribers, nationally broadcasting a wide range of domestic and international programming to approximately 2.7 million retail subscribers at December 31, 2020 through its IPTV services, namely Fibe TV, Alt TV and Virgin TV, as well as its satellite TV service |
| • |
BCE operated approximately 2.5 million retail residential network access service (NAS) lines at December 31, 2020 |
6 | BCE INC. 2020 ANNUAL INFORMATION FORM
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3 Description of our business
Our scale, due to a large customer base, our wireline and wireless network reach, and our ability to sell through a variety of distribution channels, as discussed in more detail in section 3.4, Marketing and distribution channels in this Annual Information Form, give us a key competitive advantage. With a wireless network service footprint that encompasses more than 99% of the Canadian population, a coast-to-coast national fibre transport network and a local exchange carrier footprint from Manitoba to the Atlantic provinces, BCE is well positioned to take advantage of integrated wireless and wireline solutions in the future.
On February 4, 2021, we announced a capital investment acceleration of an additional $1 billion to $1.2 billion over the next two years to advance our direct fibre, Wireless Home Internet and 5G wireless network rollouts. We plan to increase the number of new locations covered with direct fibre and Wireless Home Internet service by as many as 900,000 in 2021, while doubling the national coverage of our 5G network to approximately 50% of the Canadian population.
TECHNOLOGICALLY ADVANCED WIRELESS NETWORKS
AND SERVICES
Our Bell Wireless segment provides wireless services over technologically advanced wireless networks that are available to virtually all of the Canadian population. We offer a broad range of wireless voice and data communications products and services to residential and business customers through our Bell brand, as well as our Virgin Mobile and Lucky Mobile brands which enhance our competitive market position by allowing us to compete more effectively with the Canadian industry’s other discount brands as well as regional facilities-based wireless service providers.
Wireless is a key growth segment for us, and we have established strategic priorities seeking to further enhance our offerings. We are focused on maintaining our market share of national operators’ wireless postpaid net customer activations, continuing to grow our prepaid subscriber base, increasing adoption of unlimited data plans and device financing plans, improving sales execution and customer retention, and introducing new devices and data services. We also believe our priorities for improved customer experience at all touch points, enhanced network quality and performance driven by effective spectrum deployment and carrier aggregation that support bandwidth and speeds, as well as a broad device offering, should continue to improve our ability to attract and retain wireless customers. With our national high-speed packet access plus (HSPA+) network, our fourth-generation (4G) long-term evolution (LTE) wireless network service (which reached more than 99% of the Canadian population as at December 31, 2020), our Dual-band, Tri-band and Quad-band LTE Advanced (LTE-A) network service (our Dual-band LTE-A network service reached approximately 96% of the Canadian population at December 31, 2020), and our new 5G wireless network, we are able to offer one of the broadest ranges of choice in wireless smartphones in Canada, along with extensive North American and international coverage.
In 2018, Bell rolled out its enhanced Gigabit LTE-A network to core locations in Toronto and Kingston, and has since expanded to more areas as smartphones that support these advanced speeds have come to market. To boost LTE-A speeds to the gigabit level, Bell is employing a combination of carrier aggregation and 4X4 Multiple Input Multiple Output (MIMO) technology to increase spectrum efficiency and multiply capacity. Gigabit LTE-A is available in select cities across Canada. Bell also launched in 2018 a new LTE, Category M1 (LTE-M) network, which is a subset of our LTE network supporting low-power Internet of Things (IoT) applications with enhanced coverage, longer device battery life and lower costs for IoT devices connecting to Bell’s national network. Our LTE-M network is available in most Canadian provinces.
In June 2020, Bell launched its 5G wireless network, offering enhanced mobile data speeds and the latest 5G-capable smartphones. Earlier in the year, we had announced our first 5G network equipment supplier agreement with long-time partner Nokia Corporation (Nokia) and, in June 2020, we further announced that Telefonaktiebolaget LM Ericsson (Ericsson) would provide radio access network (RAN) equipment for Bell’s national 5G wireless network. As with previous wireless and wireline network deployments, Bell is working with multiple equipment suppliers for its 5G rollout. Bell’s 5G network covered 26% of Canada’s population at the end of 2020. The high capacity and near instant connections offered by mobile 5G will support a virtually unlimited range of new consumer and business applications in coming years, including virtual and augmented reality, artificial intelligence and machine learning, immersive entertainment services, connected vehicles, smart cities and enhanced rural access, and unprecedented IoT opportunities for business and government enterprises. As part of the capital investment acceleration we announced on February 4, 2021, Bell plans to double the national coverage of our 5G network to approximately 50% of the Canadian population in 2021.
In 2020, Bell was ranked Canada’s fastest mobile network provider in PCMag’s Fastest Mobile Networks Canada 2020, its annual study of network performance across the country. PCMag’s testers drove around 20 Canadian cities, large and small, and also tested rural speeds in parts of Ontario, Québec and Saskatchewan. Testing both 5G and 4G networks, PCMag’s analysis took place in September and October 2020 and ranked providers based on a weighted average of download speeds, upload speeds, latency and reliability.
Bell is working with a range of leading global and domestic 5G partners, including Ericsson and Nokia, to accelerate Canada’s 5G innovation ecosystem. This includes continued investment in research and development at Canadian institutions, such as a partnership between Western University and Bell to create a new academic centre for research into 5G applications across health (including mental health), agriculture, transportation, manufacturing and other sectors, and a partnership with Université de Sherbrooke whereby Bell’s advanced 5G wireless communication systems will be installed at the Interdisciplinary Institute for Technological Innovation (3IT) to enable research projects to further develop technology in a broad range of sectors including IoT, Smart Campus / Smart City, innovative manufacturing and smart energy management. On the international stage, Bell is involved in the setting of global 5G standards with our participation in the Next Generation Mobile Networks (NGMN) consortium and Third Generation Partnership Program (3GPP).
BCE INC. 2020 ANNUAL INFORMATION FORM | 7
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3 Description of our business
PROVIDING SOLUTIONS IN INNOVATIVE INTERNET
OF THINGS SECTOR
Bell provides a number of solutions in the fast-growing IoT sector, which enables the interconnection of a range of devices and applications that send and receive data. Bell further offers global connectivity solutions for our IoT platforms and applications, which offer customers worldwide network access and the ability to manage all of their international devices remotely from a single web platform. Bell’s lineup of innovative IoT applications includes the following:
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connected telematics services, including security, safety, diagnostics and infotainment, for vehicles |
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fuel tank monitoring and water management solutions |
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fleet management solution connecting commercial vehicles to the Internet to provide web-based analytics to manage the fleet |
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connected laptop solutions, enabling LTE connectivity directly from select LTE enabled laptops |
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managed IoT security services that offer businesses, smart cities and other organizations employing IoT solutions an advanced layer of comprehensive security services to detect and respond to evolving cyber threats |
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new solutions made available in the context of the COVID-19 pandemic, namely real-time occupancy monitoring, providing real-time occupancy data to help control entry to exit from commercial spaces or offices; and digital signage and sanitizer kiosks, whereby businesses can display important information to visitors in a prominent manner and remotely monitor fill levels of hand sanitizers with customizable alert thresholds for refills |
NEXT-GENERATION HIGH-SPEED INTERNET
AND TV SERVICES
Our strategic imperative to build the best networks is focused on the expansion of our all-fibre network to more homes and business locations. At December 31, 2020, our fibre-to-the-premise (FTTP) broadband fibre network covered approximately 5.6 million premises (homes and business locations), and our combined FTTP and fibre-to-the-node (FTTN) broadband fibre network covered approximately 9.9 million premises in Ontario, Québec, the Atlantic provinces and Manitoba. It enables the delivery of Bell’s next-generation fibre-optic high-speed Internet service marketed as Fibe Internet, offering total download access speeds of up to 1.5 gigabits per second (Gbps) with FTTP through our Gigabit Fibe 1.5 service, or download speeds of up to 100 megabits per second (Mbps) with FTTN. It also enables the delivery of our Internet service marketed as Virgin Mobile Home Internet, offering download speeds of up to 100 Mbps. Refer to section 3.6, Networks – Wireline – High-speed fibre deployment in this Annual Information Form for more details concerning the deployment of our fibre-optic high-speed Internet services.
As Bell quickly extends its direct fibre links in urban and suburban centres, we are also delivering broadband speeds to smaller towns and rural locations with our innovative Wireless Home Internet fixed wireless service. With the expansion of wireless cell site coverage, deep fibre backhaul and advancements in technology, the cost to provide a fixed wireless solution has become viable in rural areas where it is uneconomical to deploy FTTP. Based on 5G-capable WTTP technology, our buildout of Wireless Home Internet approached 50% of our target of 1 million locations at the end of 2020. Already delivering download speeds of up to 25 Mbps, Bell increased its Wireless Home Internet service’s Internet download speeds to up to 50 Mbps and uploads to 10 Mbps (50/10) in the fall of 2020, which enhanced speeds are now available to a majority of customers. As part of the capital investment acceleration we announced on February 4, 2021, Bell plans to increase the number of new locations covered with direct fibre and Wireless Home Internet by as many as 900,000 in 2021.
Our FTTP and FTTN broadband fibre network also enables the delivery of Bell’s next-generation IPTV services, namely Fibe TV, Alt TV and Virgin TV. Bell’s IPTV services target areas where cable providers had long been dominant, providing us with the opportunity to gain significant market share through offering a comprehensive multi-product bundle of communications services to customers.
Bell’s Fibe TV service, built on a next-generation IPTV platform, offers a wide range of flexible programming options and innovative features to customers in Ontario, Québec, the Atlantic provinces and Manitoba, such as: the Fibe TV wireless receiver, which enables customers to enjoy the Fibe experience on up to five additional TVs anywhere in the home without the hassle of running cable through the house; the Restart and Look Back features, enabling customers to rewind and watch TV shows already in progress from the beginning and up to 30 hours after they started; and the Trending feature, which lists the five most-watched shows in both English and French among Fibe TV customers at any given time and allows customers to switch to watch live or Restart from the beginning. Fibe TV further allows access to Crave, Netflix and YouTube directly from customer TV receivers, providing a seamless experience.
We also offer the Bell Fibe TV app, which brings the rich Fibe TV viewing experience to laptops, smartphones, tablets, Bell Streamer, Apple TV, Amazon Fire TV, Google Chromecast and a variety of Android TV devices, with access to more than 500 live and on-demand channels at home or on the go, which allows customers to seamlessly transfer a channel being viewed from a mobile device to a TV, or resume what is being watched on TV on a mobile device, and allows customers to control their TVs with their mobile devices. In addition, Fibe customers can download their personal video recordings with the Fibe TV app to watch on iOS and Android mobile devices without Wi-Fi network access, and customers can pause and rewind live TV on any device with the Fibe TV app.
We also offer the Alt TV service in Ontario and Québec, an app-based live TV streaming service that offers live and on-demand programming. With no traditional TV set-top box required, Alt TV is accessed through the Fibe TV app and offers up to 500 live and on-demand channels on laptops, smartphones, tablets, Bell Streamer, Apple TV, Amazon Fire TV, Google Chromecast and a variety of Android TV devices. Alt TV offers access to two TV streams at a time and customers can add individual channels to build their own Alt TV packages. Like Bell’s Fibe TV service, Alt TV operates as a licensed broadcast service on the privately managed Bell Fibe broadband network for in-home viewing, and on mobile or Wi-Fi networks outside the home.
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In July 2020, we launched Virgin TV, a completely new way for Virgin Internet members in Ontario and Québec to watch live and on-demand TV shows and live sports on any screen they want. Virgin TV is an app-based service that does not require a traditional TV set-top box or installation, and it works on virtually all devices – iOS and Android smartphones and tablets, laptops, Amazon Fire TV, Android TV, Apple TV and Google Chromecast. Available at the App Store and Google Play, the Virgin TV app lets members watch two streams at once, pause and rewind live TV, resume on-demand programs where they left off, and track all the top trending shows.
In August 2020, Bell launched the Bell Streamer, a new all-in-one 4K High Dynamic Range (HDR) streaming device powered by Android TV that offers customers in Ontario and Québec all-in-one access to Alt TV, support for all major streaming services and access to thousands of apps on Google Play.
NATIONAL WIRELINE SERVICE PROVIDER WITH
MARKET LEADERSHIP POSITION
Our leadership position in broadband Internet and TV and our broad suite of product offerings serve as a foundation for the other products and services we offer. This provides us with a significant number of established customer connections to drive uptake of new products and services, either through bundled offerings or on a stand-alone basis, and allows us to improve customer retention.
Our business markets team maintains a leadership position, having established relationships with a majority of Canada’s largest 100 corporations. Our team continues to deliver network-centric business service solutions to large business and public sector clients, and we introduced the following new services in 2020:
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Bell announced a new partnership with BlackBerry Limited (Blackberry) to provide enhanced secured communications to business and government customers. Blackberry became Bell’s preferred Mobile Threat Defense (MTD) partner, enabling Bell to provide its enterprise customers access to BlackBerry Protect, the MTD solution that uses the power of artificial intelligence to block malware infections, prevent URL phishing attacks and provide application integrity checking. |
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Bell further announced the launch of the new Managed Cloud Security Gateway, a solution that provides our corporate customers with fully managed Internet protection as a cost-effective, hassle-free service from the cloud. Offered in partnership with Zscaler, the solution provides an advanced and consistent layer of security, including protection from botnets, malware, phishing attempts and other threats, as well as blocking malicious websites and other fraudulent Internet activity. A strong complement to Bell Virtual Network Services, the Managed Cloud Security Gateway offers customers a fast and secure user experience, simplifies branch operations, and reduces overall cyber security costs for our business customers. |
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In response to challenges faced by major business customers building remote work environments during the COVID-19 pandemic, we announced the introduction of Virtual Office, a new suite of integrated remote work solutions enabling businesses to optimize costs, enhance productivity and grow employee engagement. |
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Alongside closing of the sale of substantially all of its data centres to Equinix, Inc. (Equinix), as discussed in more details in section 4.1, Transactions, Bell became the first Equinix Platinum Partner in Canada. |
OUR SIGNIFICANT MEDIA ASSETS
Bell Media’s range of video content enhances the execution of our strategic imperatives by leveraging our significant network investments, delivering compelling content across all screens and platforms, and enabling us to maximize strategic and operating synergies, including the efficiency of our content and advertising spend.
Bell Media’s assets in video, radio, digital media and OOH advertising are a key competitive advantage, as described below:
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We own and operate 35 conventional TV stations, including CTV, Canada’s most-watched TV network based on viewership, and Noovo, our French-language network |
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We own and operate 27 specialty channels, including TSN, Canada’s most-watched sports channel, and RDS, the top French-language sports network |
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We own and operate four pay TV services, as well as three direct-to-consumer streaming services, including Crave, the exclusive home of HBO in Canada |
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We own 109 licensed radio stations in 58 markets across Canada |
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We lead the Canadian digital media landscape in unique visitors, page views and total page minutes among Canadian broadcast and video network competitors |
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We own Astral, one of Canada’s leading OOH advertising businesses with a network of more than 50,000 advertising faces strategically located in key urban cities across the country. It offers a portfolio of six innovative product lines: outdoor advertising, street furniture, airport, digital large format, transit and lifestyle advertising. |
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We own Crave, a subscription video-on-demand streaming service providing premium content and a robust lineup of video programming. Crave features a broad catalogue of sought-after content and Emmy Award-winning programming. With Crave, HBO, HBO Max, SHOWTIME and STARZ programming, as well as box-office hits, are available directly to all Canadians with access to the Internet. Crave, also a bilingual service, offers English and French-language content through participating TV providers and streaming platforms. Bell Media’s Super Écran is also available OTT as an add-on to Crave. |
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In May 2020, Bell Media welcomed French-language conventional TV network V and the ad-supported video-on-demand service Noovo.ca with the completion of their acquisition from Groupe V Média Inc. Bell Media rebranded V as Noovo beginning on August 31, 2020. With Noovo, Bell Media has established a singular brand in Québec for both a traditional TV network and its popular digital platform. Viewers can access the integrated brand’s content at any time, on any screen. With this change, Bell Media has transformed an existing local digital brand into an accessible, integrated, multi-platform destination, enabling Bell Media to strengthen ties with its audience. |
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With the launch of the 2020 fall season, CTV introduced its all-in-one digital video platform. Now streaming from CTV.ca and the CTV app on smartphones, Smart TVs and other connected devices, audiences can get even more value for their TV subscriptions all in one place, with livestreams and on-demand viewing of programming from CTV Comedy Channel, CTV Drama Channel, CTV Sci-Fi Channel, CTV Life Channel, CTV2 and MTV, as well as Canada’s #1 lineup from CTV. The newly designed, 100% ad-supported service leverages the same technology that powers Crave. The platform provides access for subscribers of CTV-branded entertainment channels to stream premium content from those channels, as well as CTV Throwback and CTV Movies, all at no additional cost and with one simple login. |
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We continue to provide live and on-demand access to content from our specialty networks, BNN Bloomberg, TSN, RDS, and other brands in news, sports and entertainment |
Our competitive strengths also include our broad reach across Canada, our ability to deliver top programming for conventional, specialty and pay TV and streaming services, our constant drive to provide the most
engaging and interactive experience for viewers, and our ability to serve the needs of advertisers across multiple platforms.
Refer to section 2.3, Deliver the most compelling content of the BCE 2020 MD&A, on page 51 of the BCE 2020 Annual Report, for a description of certain agreements entered into and initiatives launched in 2020 by Bell Media.
| 3.4 |
Marketing and distribution channels |
BELL WIRELESS AND BELL WIRELINE
The guiding principle driving our marketing strategy is to offer our clients the ultimate in reliable, simple and accessible telecommunications services. In doing so, our objective is to increase customer acquisition, retention and loyalty through multiple service offerings.
Through the bundling of services, which combines wireline local voice and long distance, high-speed Internet, TV and smart home, as well as wireless services, our goal is to use a multi-product offering to achieve competitive differentiation by offering a premium, integrated set of services that provides customers with more freedom, flexibility and choice. We also make use of limited-time promotional offers featuring discounted rate plans, special rates on wireless handsets and TV receivers, as well as other incentives, to stimulate new customer acquisition and retain existing customers or to respond to competitive actions in our markets.
We focus our marketing efforts on a coordinated program of TV, print, radio, Internet, outdoor signage, direct mail and point-of-sale media promotions. We engage in mass-market advertising in order to maintain our brand and support direct and indirect distribution channels. Coordinated marketing efforts throughout our service area ensure that our marketing message is presented consistently across all our markets. Promoting the Bell brand is complemented by our other brand marketing efforts, reinforcing awareness of all our services and capitalizing on the size and breadth of our customer base across all product lines.
The Bell brands play a key role in product positioning. Our branding is straightforward and directly supports our strategy of delivering a better customer experience at every level.
Specifically for Bell Wireless, acquiring and retaining postpaid and prepaid subscribers is a key marketing objective that we seek to achieve through our networks and suite of leading-edge devices and services to drive higher usage and increased adoption of data services. Since June 2019, we offer unlimited plans featuring unlimited data access with no overage charges. In July 2019, we also introduced SmartPay device financing plans that let Bell Mobility customers buy their new smartphones with 24 interest-free installments separate from their service plan. In May 2020, we similarly introduced Sweet Pay device financing plans for Virgin Mobile Canada (Virgin Mobile) customers. In addition, we offer Connect Everything plans that provide a way to link all of a customer’s Bell devices with a pool of data to share across smartphones, tablets, smartwatches and other devices, such as wireless trackers, security cameras and vehicles with Bell Connected Car. We also continue to offer discounts on the price of wireless handsets in exchange for a contractual commitment from a subscriber, a practice also used by other Canadian wireless operators. Research has shown that a key driver of customer acquisition is handset selection and style. Our current wireless device portfolio includes many leading-edge devices, some launched as exclusive to Bell in the Canadian market. As the Canadian wireless market further matures and competition
intensifies, customer retention is increasingly important. Accordingly, we employ customer retention initiatives aimed at increasing our customers’ level of satisfaction and loyalty.
We deliver our products and services to residential wireless and wireline customers through:
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approximately 1,200 Bell, Virgin Mobile, Lucky Mobile and The Source retail locations |
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national retailers such as Best Buy, Walmart, Loblaws and Glentel’s WIRELESSWAVE, Tbooth wireless and WIRELESS etc., as well as a network of regional and independent retailers in all regions |
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call centre representatives |
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our websites, including bell.ca, virginmobile.ca, luckymobile.ca and thesource.ca |
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door-to-door sales representatives |
We also offer customers the convenience of One Bill for Internet, TV, home phone, wireless and smart home services.
For small business customers, our residential and small business team offers a wide range of wireline services, including Business Fibe Internet, Bell Total Connect, Business Phone and TV, along with many other communications solutions, all designed for companies that typically have fewer than 20 employees. Small business solutions are sold through dedicated call centre representatives and our bell.ca website, as well as our retail network and door-to-door sales representatives.
In 2020, communications solutions for medium-sized business and large enterprise customers, other than wireless, were delivered by our business markets team and our products and services were sold through dedicated sales representatives, call centres, certified resellers and competitive bids. By combining products and services, including professional services, into fully managed, end-to-end information and technology solutions, we have been successful in procuring both medium-sized business and large enterprise customers with complex communications products and services. We continue to differentiate ourselves in the marketplace by enhancing our customer service levels and offering solutions designed to provide superior service, performance, availability and security. We deliver expertise in key solution areas, including Internet, private networks and broadcasts, voice and unified communications, customer contact centre and security solutions.
In 2020, our wireless products and services were delivered to business customers, including small business customers, through the same channels as those previously described for services to residential customers. In addition, Bell’s business customers were served by our nationwide sales team responsible for the sale of wireless products and services to business customers, as well as the execution of sales contracts.
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Our wholesale business communications products and services are delivered by our wholesale team. They are sold through our dedicated sales representatives, web portals and call centres.
Emergency measures taken by Canadian governments starting in March 2020 to combat the COVID-19 pandemic have included the temporary closure of non-essential businesses, including most locations in our retail distribution channels. The gradual easing of certain of these measures starting in the latter part of the second quarter allowed the reopening of our retail distribution channels, which stimulated wireless and wireline subscriber activity and wireless product sales. However, traffic to our retail locations did not reach pre-pandemic levels. In addition, starting in late September, due to the resurgence in the number of COVID-19 cases, government restrictions were gradually tightened and became more severe in late December, resulting in the closure of all non-essential businesses, including most retail locations, and the reintroduction of lockdown measures in certain areas. In response to the COVID-19 pandemic, we enhanced online and phone sales and support, equipped 12,000 call centre agents to work from home, retrained thousands of team members as service agents and introduced innovative remote installation practices. We also encouraged customers to take advantage of MyBell online and mobile self-serve options and launched enhanced online and appointment-based sales options. The sales team further moved to virtual meetings for business customers and handled sales remotely to minimize or eliminate, as applicable, contact with customers in accordance with government guidelines.
BELL MEDIA
Bell Media’s video and OOH customer base is comprised primarily of large advertising agencies, which place advertisements with Bell Media on behalf of their customers. Bell Media also has contracts with a variety of broadcasting distribution undertakings (BDUs), under which monthly subscription fees for specialty TV, pay TV and streaming services are earned. Bell Media’s radio broadcast customer base is comprised of both advertising agencies and businesses in local markets.
Bell Media’s conventional TV networks are delivered to Canadians through over-the-air broadcast transmission and through distribution by BDUs. Bell Media’s specialty TV, pay TV channels and streaming services are delivered through distribution arrangements with BDUs, and its radio programming is distributed through over-the-air transmission. In addition to these primary distribution channels, Bell Media also distributes its video and radio programming through a variety of non-traditional means, such as mobile and Internet streaming (iHeartRadio). Crave is available through participating TV providers across Canada, which provide the added opportunity to access the Crave linear channels on traditional set-top boxes, as well as via on demand channels, through the Crave app and online at Crave.ca. Crave is also available directly via the Internet at Crave.ca, and via the Crave app. Crave can be streamed on the web and partner platforms such as iOS, Apple TV, Android mobile, Android TV, Xbox One, Samsung Smart TVs, Amazon Fire TV, Chromecast, Roku and PS4/5. Finally, Bell Media’s OOH business delivers its services through an inventory of OOH faces and street furniture equipment in key urban cities across the country.
| 3.5 |
Transformation of our networks, systems and processes |
In 2015, we launched a project seeking to transform our networks, systems and processes with three main objectives: (a) to become more agile in our service delivery and operations, including self-serve and instant-on capabilities for our customers; (b) to ensure best quality and best customer experience; and (c) to develop a new network infrastructure that enables a competitive cost structure with rapidly growing capacity needs, and enabling new revenue opportunities. We are leveraging new technologies, including network functions virtualization, software-defined networks and cloud technologies. These
technologies offer unprecedented levels of flexibility, automation and elastic capacity: 5G, IoT, enhanced Internet, communication and video services, as well as the next generation of enterprise cloud applications, all depend heavily on these capabilities. We work closely with our partners and are leveraging these connections by contributing to industry associations that are accelerating this evolution, such as the open source software and hardware initiatives. We are also focusing on transforming our organization and some key development and operational processes to meet our objectives.
| 3.6 |
Networks |
The telecommunications industry is evolving rapidly as it continues to move from multiple service-specific networks to Internet protocol (IP)-based integrated communications networks that can carry voice, data and video traffic. We continue to work with key vendor partners to expand our national multi-service IP-enabled networks.
Our communications networks provide wireless and wireline voice, data and video services to customers across Canada. Our infrastructure includes:
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national transport networks for voice, data and video traffic, including Internet traffic |
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urban and rural access networks and infrastructure for delivering services to customers |
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national wireless networks that provide voice, data and video services |
WIRELESS
To provide wireless connectivity, we have deployed and operate a number of nationwide wireless broadband networks compatible with global standards that deliver high-quality and reliable voice and high-speed data services. With our high-speed data network, we are able to offer Canadian consumers a broad range of choice in wireless smartphones, as well as touch screen tablets, IoT devices and other devices designed for data services such as video and audio streaming, IoT communications, e-mail, messaging, Internet access and social networking.
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HSPA+ NETWORK
Our wireless HSPA+ network offered high-speed mobile access to 99% of the Canadian population at December 31, 2020, covering thousands of cities and towns in both urban and rural locations. The HSPA+ network supports global roaming, as well as a wide range of smartphones, data cards, universal serial bus (USB) sticks, tablets and other leading-edge mobile devices. Bell supports international roaming to over 230 outbound destinations (196 of them also supporting 4G LTE). The vast majority of the site connectivity for the HSPA+ network was built with high-speed fibre and an all-IP architecture for enhanced reliability.
4G LTE NETWORK
With Bell’s 4G LTE wireless network coverage, customers have data access speeds similar to those of broadband connections and significantly faster than our HSPA+ network, making it easier for users to download applications, stream high-definition videos and music, play online games or videoconference and chat with virtually no delays or buffering. The HSPA+ and LTE networks work together in that all Bell LTE devices support both networks.
Our LTE wireless network reached more than 99% of the Canadian population coast-to-coast at December 31, 2020 with theoretical peak download speeds of up to 150 Mbps, with expected average download speeds of 18 to 40 Mbps. LTE currently accounts for over 95% of our total wireless data traffic.
On April 30, 2019, Bell completed the previously announced shutdown of its legacy 3G code division multiple access (CDMA) network, and customers in CDMA coverage areas were transitioned to Bell’s 4G LTE network. The shutdown of Bell’s CDMA network enables Bell to “re-farm” additional low band spectrum for 5G services and to repurpose existing structures, fibre connections and power systems to further enhance its next-generation LTE networks.
LTE-A NETWORK
With Dual-band LTE-A technology, Bell generally delivers theoretical peak download speeds of up to 260 Mbps (expected average download speeds of 18 to 74 Mbps). By assigning three radio channels or carriers to one user, we generally deliver, with Tri-band LTE-A technology, theoretical mobile data peak download speeds of up to 335 Mbps (expected average download speeds of 25 to 100 Mbps). With the addition of MIMO technologies and quadrature amplitude modulation (QAM), we can deliver in certain areas theoretical peak download speeds of up to 800 Mbps with Dual-band LTE-A technology and 1.2 Gbps with Tri-band LTE-A technology.
Since 2017, Bell’s LTE network is capable of delivering Quad-band LTE-A service. Quad-band technology leverages multiple bands of wireless spectrum to boost LTE-A speeds to the gigabit level. In addition to employing a combination of carrier aggregation, Bell also uses 256 QAM and 4X4 MIMO technologies to increase spectrum efficiency and multiply capacity. Quad-band LTE-A now offers theoretical mobile data peak download speeds of up to 1.5 Gbps in select markets like Kingston (expected average download speeds of 25 to 319 Mbps).
At December 31, 2020, Bell’s LTE-A network provided service to approximately 96% of the population in Canada. In addition, our Quad-band service had expanded to over 60% of Canadians at December 31, 2020.
LTE-M NETWORK
In 2018, Bell launched a new LTE-M network, which is a subset of our LTE network supporting low-power IoT applications with enhanced coverage, longer device battery life and lower costs for IoT devices connecting to Bell’s national network. In 2019, Bell announced an expanded reciprocal roaming partnership with AT&T Inc. (AT&T) to provide Canadian business customers with access to AT&T’s LTE-M network across the United States. The reciprocal agreement also enables AT&T’s customers to roam on Bell’s national LTE-M network in Canada. Our LTE-M network is available in most Canadian provinces.
5G NETWORK
In June 2020, Bell launched its 5G wireless network, offering enhanced mobile data speeds and the latest 5G-capable smartphones. Bell’s 5G network covered 26% of Canada’s population at December 31, 2020. The high capacity and near instant connections offered by mobile 5G will support a virtually unlimited range of new consumer and business applications in coming years, including virtual and augmented reality, artificial intelligence and machine learning, connected vehicles, smart cities and enhanced rural access, and unprecedented IoT opportunities for business and government enterprises.
WIRELINE
VOICE AND DATA NETWORK
Our national voice and data network consists of an optical fibre network with the latest technologies to provide redundancy and fault protection. It reaches all major Canadian metropolitan centres, as well as New York, Chicago, Boston, Buffalo, Detroit, Minneapolis, Ashburn (Virginia) and Seattle in the United States.
Our network in major Canadian cities provides state-of-the-art high-speed access at gigabit speeds based on IP technology. We operate a national IP multi-protocol label switching network with international gateways to the rest of the world. This network delivers next-generation, business-grade IP virtual private network (IP VPN) services that connect our customers’ offices throughout Canada and around the world. The IP VPN service is the foundation platform required for the delivery of business service solutions that add value and efficiencies to customers’ businesses. These technology solutions include voice over IP/IP telephony, IP videoconferencing, IP call centre applications and other future IP-based applications. In addition, we maintain extensive copper and voice-switching networks that provide traditional local and interexchange voice and data services to all business and residential customers in Ontario, Québec, the Atlantic provinces and Manitoba.
To improve reliability and increase network capacity to support the rapidly growing volumes of wireless and Internet usage carried on our networks, for several years we have been upgrading all of our fibre-based national backbone network with the deployment of 100 gigabit technologies. To satisfy continued traffic growth, in 2018 Bell started the next phase of the national backbone network upgrade with the deployment of 200 gigabit dense wavelength division multiplexing (DWDM) technologies, which will be able to support up to 1 terabit in the future. Key traffic routes span more than 25,000 kilometres across Canada and into the United States.
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HIGH-SPEED FIBRE DEPLOYMENT
Our strategic imperative to build the best networks is focused on the expansion of our all-fibre network to more homes and business locations. Over the past few years, we have upgraded our access infrastructure by deploying fibre closer to our customers using FTTN with pair bonding technology, and overlaying legacy copper and FTTN with FTTP. In addition, Bell continues to deploy FTTP to all new urban and suburban housing developments in Ontario, Québec, the Atlantic provinces and Manitoba, in addition to Bell’s ongoing deployment of FTTP to multi-dwelling units and business locations. In our view, FTTP, in which optical fibre cables are used to connect each and every location, is the best available network architecture to support future bandwidth-demanding IP services and applications. Our residential fibre-optic Internet service, marketed as Fibe Internet and Virgin Mobile Home Internet, is enabled by our FTTP and FTTN networks.
In 2017, Bell announced an $854 million investment to bring FTTP to 1.1 million residences and business locations throughout Montréal, representing the largest-ever communications infrastructure project in Québec. Bell’s broadband FTTP network enables our Gigabit Fibe Internet service, which was available in 37% of locations in Montréal at December 31, 2020. Montréal will join a growing number of centres across Québec that are fully wired with Bell fibre, including Québec City.
In 2018, Bell launched its all-fibre optic broadband network in Toronto, enabling gigabit Internet speeds, advanced TV and business connectivity to a majority of homes and business locations in that city. In addition, Bell announced the expansion of FTTP direct fibre connections throughout the populous and fast-growing Greater Toronto Area/905 region surrounding Toronto. Bell’s fibre plan will deliver gigabit Internet speeds and other broadband Fibe service innovations to approximately 1.3 million homes and businesses in the region.
In 2018, Bell also announced the increase of Fibe Internet access speeds to up to 1.5 Gbps. Unlimited Gigabit Fibe 1.5 service is now available in Ontario, Québec, the Atlantic provinces and Manitoba. Delivered over Bell’s FTTP network and leveraging the powerful Home Hub 3000 modem/router already used by most Bell FTTP customers, the enhanced Internet service offers total download access speeds of up to 1.5 Gbps and uploads of up to 940 Mbps.
On January 23, 2020, we announced an investment of approximately $400 million to expand broadband Internet access in urban and rural areas of Hamilton, including a plan to bring direct fibre network connections to more than 200,000 homes and business locations throughout the city. On March 2, 2020, we announced an investment of approximately $400 million to bring FTTP technology to Winnipeg, with direct fibre connections to approximately 275,000 homes and businesses throughout the city.
Over the past few years, several direct fibre deployment projects were also announced in a number of communities. In 2020, new investments were announced to bring high-speed Internet to approximately 1,800 locations in Flin Flon, approximately 800 locations in the Town of LaSalle and approximately 3,300 locations in the City of Morden, all in the province of Manitoba. In addition, in May 2020, Bell announced new projects to bring high-speed Internet to unserved regions of Québec in partnership with the Québec government’s Régions branchées program. These projects will provide all-fibre Internet connections to approximately 7,000 homes, businesses and other organizations in 18 communities across Québec.
As at December 31, 2020, approximately 5.6 million homes and businesses across Ontario, Québec, the Atlantic provinces and Manitoba had the capability of receiving up to 1.5 Gigabit Fibe service.
In addition to our Fibe Internet service, we offer Home Internet under the Virgin Mobile brand for customers in Ontario and Québec. This high-speed Internet service offers existing Virgin Mobile customers download speeds of up to 100 Mbps and upload speeds of up to 10 Mbps together with large monthly data bandwidth limits.
Additionally, we continue to deploy our next-generation IPTV services in areas in Ontario, Québec, the Atlantic provinces and Manitoba where cable providers had long been dominant. As of December 31, 2020, our IPTV services had the capacity to service approximately 8.7 million homes in major cities and municipalities across Ontario, Québec, the Atlantic provinces and Manitoba.
WTTP
Following successful WTTP trials in the 3.5 GHz band using 8T8R and MIMO radio technologies, Bell began the buildout of WTTP to rural locations in the second quarter of 2018. At the end of 2019, Bell’s WTTP footprint, enabling its Wireless Home Internet broadband service, encompassed 226 communities covering approximately 250,000 homes, complementing Bell’s FTTP network.
In April 2020, as part of its response to the COVID-19 crisis, Bell announced the acceleration of its Wireless Home Internet rollout in rural Canada to approximately 137,000 additional homes by the end of April 2020. In addition, Bell expanded its Wireless Home Internet rollout to rural communities throughout the Atlantic provinces starting in the fall of 2020. At the end of 2020, Bell’s WTTP footprint approached 50% of its target of 1 million locations in smaller towns and rural communities.
WTTP is fixed wireless technology that will take full advantage of 5G to deliver high-speed Internet service to residents in smaller and underserved communities. Already delivering download speeds of up to 25 Mbps, Bell increased its Wireless Home Internet service’s Internet download speeds to up to 50 Mbps and uploads to 10 Mbps (50/10) in the fall of 2020, which enhanced speeds are now available to a majority of customers. Innovation in WTTP complements Bell’s extensive broadband fibre build in urban markets, and our deployment of WTTP in rural locations underscores our focus on the full utilization of Bell’s assigned wireless spectrum resources.
DSL
We also offer DSL-based Internet service in areas where Fibe Internet and Wireless Home Internet are not available, with download speeds of up to 5 Mbps.
SATELLITE TV SERVICE
We provide satellite TV service nationwide under the Bell TV brand using satellites operated by Telesat Canada (Telesat). Pursuant to a set of commercial arrangements between Bell ExpressVu Limited Partnership (Bell ExpressVu) and Telesat, Bell ExpressVu currently has two satellites under contract with Telesat. Telesat operates or directs the operation of these satellites, which are used by Bell ExpressVu to provide its satellite TV service.
BCE INC. 2020 ANNUAL INFORMATION FORM | 13
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3 Description of our business
| 3.7 |
Employees |
The table below shows the number of BCE employees at December 31, 2020 and 2019.
| NUMBER OF EMPLOYEES AT DECEMBER 31 | 2020 | 2019 | ||
|
Bell Wireless |
8,926 | 10,345 | ||
|
Bell Wireline |
35,559 | 35,547 | ||
|
Bell Media |
6,219 | 6,208 | ||
|
Total (1) |
50,704 | 52,100 | ||
| (1) |
The total number of BCE employees at the end of 2020 was 50,704, down from 52,100 at December 31, 2019 due to natural attrition, retirements and workforce reductions, partly offset by call centre hiring. |
Approximately 41% of BCE employees were represented by unions and were covered by collective agreements at December 31, 2020.
The following collective agreements covering 250 or more employees were ratified in 2020 or early 2021:
| • |
the collective agreement between Unifor and Bell Canada (Bell MTS) covering approximately 600 clerical employees expired on December 19, 2019. A new collective agreement was ratified on August 26, 2020. |
| • |
the collective agreement between Unifor and Expertech Network Installation Inc. (Expertech) covering approximately 785 craft employees expired on November 30, 2019. A new collective agreement was ratified on December 9, 2020. |
The following collective agreements covering 250 or more employees will expire in 2021:
| • |
the collective agreement between Unifor and Bell Canada (Clerical) covering approximately 4,300 clerical employees will expire on November 30, 2021. |
| • |
the collective agreement between Unifor and Bell Canada (Atlantic, Craft and Clerical) covering approximately 1,670 craft and clerical employees will expire on December 31, 2021. |
| • |
the collective agreement between International Brotherhood of Electrical Workers (IBEW) and Northwestel Inc. covering approximately 310 craft and clerical employees was due to expire on December 31, 2020. A one-year agreement to extend the terms and conditions of the existing collective agreement was reached in July 2020 and the agreement will now expire on December 31, 2021. |
The following describes the status of collective agreements covering 250 or more employees that have already expired:
| • |
the collective agreement between Unifor and Bell Canada (Craft) covering approximately 3,400 craft employees expired on November 30, 2020. Negotiations are ongoing. |
| • |
the collective agreement between Unifor and Bell Media (CTV Agincourt) covering approximately 500 employees expired on December 31, 2020. Negotiations are ongoing. |
| • |
the collective agreement between IBEW and Bell Canada (Bell MTS) covering approximately 460 craft employees expired on January 31, 2021. Negotiations are ongoing. |
| 3.8 |
Corporate responsibility |
GENERAL
Environmental, social and governance (ESG) practices form an integral part of BCE’s corporate responsibility approach. Since its founding in 1880, Bell has been the Canadian leader in telecommunications and today our goal is to advance how Canadians connect with each other and the world. We take very seriously our responsibility to manage the company in ways that enable us to sustain our record of serving the personal and business communications needs of millions of customers, seek to create value for shareholders, provide meaningful careers for tens of thousands of people, and make a significant contribution to the broader Canadian community and economy.
BCE has implemented a range of ESG policies that are supported by various programs and initiatives. These policies address issues of importance to our many stakeholders, including: preventing conflicts of interest; protecting company assets; safeguarding privacy and confidentiality; treating clients, business partners, team members and competitors with respect and honesty; fostering a diverse and safe workplace; and protecting the environment.
These BCE policies include, among others, the following:
| • |
Code of Business Conduct |
| • |
Data Governance Policy |
| • |
Information Security Policy |
| • |
Privacy Policy |
| • |
Environmental Policy |
| • |
Supplier Code of Conduct |
| • |
Procurement Policy |
| • |
Political Contributions Policy |
| • |
Mandatory Reporting of Internet Child Pornography |
| • |
Health & Safety Policy |
| • |
Mental Health Policy Statement |
We report annually on our corporate responsibility performance and our ESG practices in our Corporate Responsibility Report, available at BCE.ca. The report, together with the information and documents available in the Responsibility section of BCE’s website, presents Bell’s corporate responsibility performance. We report on the ESG topics that are of greatest importance to our stakeholders and which could have a relevant impact on our business. These include diversity and inclusion, mental health in the workplace and the community through our Bell Let’s Talk mental health initiative, the environment, climate change and waste management. In our Corporate Responsibility Report, we describe how we manage these topics and we also report on our performance against targets we have set for ourselves. It has been prepared in accordance with the Global Reporting Initiative (GRI) Standards-Core option and adheres to the principles of the United Nations Global Compact (UNGC). It describes actions we have taken to implement these guidelines and principles, and serves as our Communication on Progress (COP), as required for all companies that endorse the UNGC. In addition, we report on select Sustainability Accounting Standards Board (SASB) indicators and Sustainable Development Goals (SDGs). Furthermore, BCE supports and reports on the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial Disclosures (TCFD), which has developed voluntary and consistent climate-related risks and opportunities disclosures.
14 | BCE INC. 2020 ANNUAL INFORMATION FORM
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3 Description of our business
Additional information regarding our corporate governance and risk management practices, as well as our corporate responsibility strategy, including our contribution to community, society, team members and the environment, can be found in section 1.5, Corporate governance and risk management and section 1.6, Environmental, social and governance practices of the BCE 2020 MD&A, on pages 41 to 48 of the BCE 2020 Annual Report.
ENVIRONMENT
Environmental protection is core to our corporate responsibility approach. Our Environmental Policy, which is reviewed annually, contains principles that support our goals, ranging from exercising due diligence to meet or exceed the environmental legislation that applies to us, to preventing pollution and promoting cost-effective initiatives that minimize use of resources and waste. We have instructed subsidiaries subject to this policy to support these principles, and have established an executive-level committee to oversee the implementation of the policy.
We monitor our operations to seek to ensure that we comply with environmental requirements and standards, and take action seeking to prevent and correct problems when needed. We have an environmental management and review system in place that:
| • |
seeks to provide early warning of potential problems |
| • |
identifies management accountability |
| • |
enables systematic environmental risks and opportunities management, including cost savings |
| • |
establishes a course of action |
| • |
seeks to ensure ongoing improvement through regular monitoring and reporting |
Since 2009, Bell Canada maintains an environmental management system certified to ISO 14001 standard. This certification covers Bell Canada’s oversight of the environmental management system associated with the development of policies and procedures for the delivery of landline, wireless, TV and Internet services, broadband and connectivity services, data hosting, cloud computing, radio broadcasting and digital media services, along with related administrative functions. In addition, in 2020, our energy management system was certified to be ISO 50001-compliant, making us the first North American telecommunications company to be so designated. This certification covers the corporate level administrative management activities related to Bell Canada’s energy management program associated with the activities of real estate management services, fleet services, radio broadcasting and digital media services, landline, wireless, TV, Internet services, connectivity, broadband services, data hosting and cloud computing, in addition to related general administrative functions.
One of our key tools is our Corporate Environmental Action Plan, which outlines the environmental activities of our various business units. The plan identifies funding requirements, accountabilities and deliverables, and monitors our progress in meeting our objectives.
For the year ended December 31, 2020, we spent $39.5 million on environmental activities, 53% of which was expensed and 47% of which was for capital expenditures. For 2021, we have budgeted $32.3 million (56% for expenses and 44% for capital expenditures) to seek to ensure that our Environmental Policy is applied properly and that our environmental risks are minimized.
Additional information regarding our environmental protection activities can be found in section 1.6, Environmental, social and governance practices of the BCE 2020 MD&A, on pages 44 to 48 of the BCE 2020 Annual Report.
| 3.9 |
Competitive environment |
A discussion of our competitive environment can be found in section 3.2, Principal business risks and the various subsections entitled Competitive landscape and industry trends and Principal business
risks of the BCE 2020 MD&A, on pages 55 to 58, 69 to 71, 75 and 76, 78, 80 and 81, and 83 of the BCE 2020 Annual Report.
See also section 3.3, Competitive strengths in this Annual Information Form for more information concerning our competitive position.
| 3.10 |
Regulatory environment |
A discussion of certain legislation that governs our businesses, as well as government consultations and recent regulatory initiatives and proceedings affecting us, can be found in section 8, Regulatory environment of the BCE 2020 MD&A, on pages 99 to 102 of the BCE 2020 Annual Report.
More information about the Canadian ownership restrictions on BCE’s common shares can be found in section 5.1, BCE securities in this Annual Information Form.
BCE INC. 2020 ANNUAL INFORMATION FORM | 15
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3 Description of our business
| 3.11 |
Intangible properties |
We use various works protected by intellectual property rights (IP Assets), which we own or for which we have been granted rights of use. These IP Assets include, without limitation: brand names; trademarks such as names, designs and logos; copyrights of content, programs and musical works; broadcast signals, software and applications; domain names; patents or patent applications for inventions owned or produced by us and our employees; and various other copyright materials, trademarks, patents and other intellectual property owned or licensed by us. We derive value through the use of these IP Assets in various business activities, and they are important to our operations and our success. To protect these IP Assets, we rely on a combination of legal protections afforded under copyright, trademark, patent and other intellectual property laws, as well as contractual provisions under licensing arrangements.
In particular, the Bell brand plays a key role in product positioning. Our branding is straightforward and directly supports our strategy of delivering a better customer experience at every level. Our trademark rights are perpetual, provided that their registrations are renewed on a timely basis when applicable and that the trademarks are used in commerce by us or our licensees. Other types of intangible proprietary information are also important to our operations, such as customer lists.
We believe that we take reasonable and appropriate measures to protect, renew and defend our IP Assets, including prosecuting infringers, and we take great care not to infringe on the intellectual property rights of others. However, we cannot provide any assurance that the laws protecting intellectual property in various jurisdictions are, or will continue to be, adequate to protect our IP Assets or that we will be successful in preventing or defending claims by others asserting rights in or to our IP Assets.
16 | BCE INC. 2020 ANNUAL INFORMATION FORM
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4 General development of our business – three-year history
| 4 |
General development of our business – |
|
three-year history |
In line with our strategic imperatives, during the last three completed financial years we have entered into transactions and implemented various business strategies and corporate initiatives that have influenced the general development of our business. During this period, our regulatory environment has also influenced the general development of our business. The principal transactions, regulatory developments, business strategies and corporate initiatives that have influenced the general development of our business during the last three completed financial years are discussed below.
| 4.1 |
Transactions |
KEY COMPLETED TRANSACTIONS
In line with our strategic imperatives, we have concluded certain transactions from 2018 to 2020 that have influenced the general development of our business. More information with respect to these transactions is provided in the table below.
| TRANSACTION | KEY CHARACTERISTICS | |
|
Sale of data centres to Equinix (2020) |
• On June 1, 2020, BCE announced that it had entered into a definitive agreement to sell 25 data centres at 13 sites, representing substantially all of its data centre operations, to global interconnection and data centre company Equinix in an all-cash transaction valued at $1.04 billion. In the fourth quarter of 2020, we completed the sale for proceeds of $933 million, net of debt and other items. |
|
|
• The transaction reinforces Bell’s strategy to focus investment on network infrastructure, content and service innovation. As part of the transaction, Bell Business Markets became the first Equinix Platinum Partner in Canada. |
||
|
Acquisition of Axia NetMedia Corporation (Axia) (2018) |
• On June 30, 2018, Bell entered into an agreement to acquire Axia, the Calgary-based operator of the rural assets of SuperNet, which is the Alberta broadband network connecting thousands of provincial and municipal offices, Indigenous communities, schools, libraries, healthcare institutions, businesses and Internet service providers in numerous urban and rural communities throughout the province. Bell already owned and operated the SuperNet network assets serving 27 urban centres in Alberta. On July 3, 2018, Bell announced that it had been awarded a multi-year contract to operate Alberta SuperNet. |
|
|
• On August 31, 2018, Bell completed its acquisition of all of the issued and outstanding common shares of Axia for a total cash consideration of $155 million. This acquisition ensures the continuation of SuperNet services for rural customers while enhancing connectivity opportunities for Alberta and national enterprise customers doing business throughout the province. The acquisition expands BCE’s broadband operations in Alberta and will add approximately 10,000 kilometres of fibre capacity to our footprint. |
||
|
Acquisition of AlarmForce Industries Inc. (AlarmForce) (2018) |
• On January 5, 2018, BCE announced the completion of its acquisition of AlarmForce. The transaction was completed through a plan of arrangement under which BCE acquired all the issued and outstanding common shares of AlarmForce for a total aggregate consideration of approximately $182 million. Subsequent to the acquisition of AlarmForce, on January 5, 2018, BCE sold AlarmForce’s approximately 39,000 customer accounts in British Columbia, Alberta and Saskatchewan to TELUS Communications Inc. for total proceeds of approximately $68 million. |
|
|
• AlarmForce provided security alarm monitoring, personal emergency response monitoring, video surveillance and related services to residential and commercial subscribers. The acquisition of AlarmForce supports our strategic expansion in the smart home marketplace. |
||
NORMAL COURSE ISSUER BID FOR BCE FIRST
PREFERRED SHARES
On November 5, 2020, BCE announced a normal course issuer bid (NCIB) to purchase for cancellation up to 10% of the public float of each series of BCE’s outstanding Preferred Shares that are listed on the Toronto Stock Exchange (TSX). The NCIB will extend from November 9, 2020 to November 8, 2021, or an earlier date should BCE complete its purchases under the NCIB.
Under the NCIB, BCE is authorized to repurchase up to 800,000 Series R Preferred Shares, 351,344 Series S Preferred Shares, 448,655 Series T Preferred Shares, 808,149 Series Y Preferred Shares, 191,850 Series Z Preferred Shares, 1,139,839 Series AA Preferred Shares, 860,015 Series AB Preferred Shares, 1,002,969 Series AC Preferred Shares, 997,030 Series AD Preferred Shares, 651,531 Series AE Preferred Shares, 948,468 Series AF Preferred Shares, 498,535 Series AG Preferred Shares, 901,464 Series AH Preferred Shares, 594,988 Series AI Preferred Shares, 805,011 Series AJ Preferred Shares, 2,274,592 Series AK Preferred Shares, 225,407 Series AL Preferred Shares, 954,661 Series
AM Preferred Shares, 195,338 Series AN Preferred Shares, 460,000 Series AO Preferred Shares and 920,000 Series AQ Preferred Shares, representing approximately 10% of the public float in respect of each series of Preferred Shares.
BCE is making this NCIB because it believes that, from time to time, the Preferred Shares may trade in price ranges that do not fully reflect their value. BCE believes that, in such circumstances, the repurchase of its Preferred Shares represents an appropriate use of its available funds.
The NCIB may be conducted through a combination of discretionary transactions and purchases under an automatic securities purchase plan through the facilities of the TSX or alternative trading systems, if eligible, and by such other means as may be permitted by the TSX and under applicable laws. The number of Preferred Shares purchased under the NCIB is subject to the limitations set out by the TSX. At December 31, 2020, BCE had repurchased and cancelled an aggregate of 41,400 Preferred Shares under this NCIB.
BCE INC. 2020 ANNUAL INFORMATION FORM | 17
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4 General development of our business – three-year history
COMPLETION OF NORMAL COURSE ISSUER BID FOR
BCE COMMON SHARES
On February 8, 2018, BCE announced a NCIB program under which BCE could purchase for cancellation up to 3.5 million common shares, subject to a maximum aggregate purchase price of $175 million, during the twelve-month period starting February 13, 2018 and ending no later
than February 12, 2019. On March 13, 2018, BCE completed its NCIB program, having repurchased and cancelled 3,085,697 common shares, at an average price of $56.71 per share, for a total cost of $175 million. The repurchase of common shares was conducted for the purpose of offsetting share dilution resulting from the exercise of stock options.
| 4.2 |
Corporate developments |
Refer to the sections of the BCE 2018 MD&A and BCE 2019 MD&A, contained in the BCE 2018 Annual Report and BCE 2019 Annual Report, respectively, indicated in the table below for a discussion of various business strategies and corporate initiatives implemented, and other actions taken, in the financial years ended December 31, 2018 and December 31, 2019 that have influenced the general development of our business in 2018 and 2019. Refer to the sections of the BCE 2020
MD&A, contained in the BCE 2020 Annual Report, indicated in the table below for a discussion of various business strategies and corporate initiatives implemented, and other actions taken, in the financial year ended December 31, 2020 that have influenced the general development of our business in 2020, and the priorities we intend to focus on in 2021.
| MD&A | SECTION REFERENCES | |||
|
BCE 2018 MD&A |
Section 1.3, |
Key corporate developments |
||
|
Section 1.4, |
Capital markets strategy |
|||
|
Section 2, |
Strategic imperatives – 2018 progress
|
|||
|
BCE 2019 MD&A |
Section 1.3, |
Key corporate developments |
||
|
Section 1.4, |
Capital markets strategy |
|||
|
Section 2, |
Strategic imperatives – 2019 progress
|
|||
|
BCE 2020 MD&A |
Section 1.3, |
Key corporate developments |
||
|
Section 1.4, |
Capital markets strategy |
|||
|
Section 2, |
Strategic imperatives – 2020 progress
|
|||
|
Section 2, |
Strategic imperatives – 2021 focus
|
|||
| 4.3 |
Regulatory environment |
During the past three financial years, the general development of our business has been affected, and will continue to be affected, by decisions made by the Government of Canada and its relevant departments and agencies, including the Canadian Radio-television and Telecommunications Commission (CRTC), Innovation, Science and Economic Development Canada (ISED), Canadian Heritage and the Competition Bureau. Although most of our retail services are not price-regulated, government agencies and departments such as those mentioned above continue to play a significant role in regulatory matters such as mandatory access to networks, spectrum auctions,
the imposition of consumer-related codes of conduct, approval of acquisitions, broadcast and spectrum licensing, foreign ownership requirements and control of copyright piracy. Refer to section 8, Regulatory environment of the BCE 2018 MD&A, BCE 2019 MD&A and BCE 2020 MD&A contained in the BCE 2018 Annual Report, BCE 2019 Annual Report and BCE 2020 Annual Report, respectively, for a discussion of the regulatory initiatives and proceedings that influenced, in the financial years ended December 31, 2018, 2019 and 2020, and may in the future influence, the general development of our business.
18 | BCE INC. 2020 ANNUAL INFORMATION FORM
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5 Our capital structure
| 5 |
Our capital structure |
This section describes BCE’s and Bell Canada’s securities, the trading of certain of such securities on the TSX and the ratings that certain rating agencies have attributed to BCE’s preferred shares and Bell Canada’s debt securities that are issued and outstanding.
| 5.1 |
BCE securities |
BCE’s articles of amalgamation, as amended, provide for an unlimited number of common shares, an unlimited number of first preferred shares issuable in series, an unlimited number of second preferred shares also issuable in series and an unlimited number of Class B shares. As at March 4, 2021, BCE had no Class B shares or second preferred shares outstanding.
Each common share entitles its holder to one vote at any meeting of shareholders. Additional information about the terms and conditions of the BCE preferred shares, common shares and Class B shares can be found in Note 29, Share capital of the BCE 2020 consolidated financial statements, on pages 161 and 162 of the BCE 2020 Annual Report.
Since 1993, the Telecommunications Act and associated regulations (Telecom Regulations) have governed Canadian ownership and control of Canadian telecommunications carriers. Bell Canada and other affiliates of BCE that are Canadian carriers are subject to this Act. In 2012, amendments to the Telecommunications Act largely eliminated the foreign ownership restrictions for any carrier that, with its affiliates, has annual revenues from the provision of telecommunications services in Canada that represent less than 10% of the total annual revenues from the provision of these services in Canada, as determined by the CRTC. However, given that Bell Canada and its affiliates exceed this 10% threshold, they remain subject to the pre-existing Canadian ownership and control restrictions, which are detailed below.
Under the Telecommunications Act, in order for a corporation to operate as a Canadian common carrier, the following conditions have to be met:
| • |
Canadians own at least 80% of its voting shares |
| • |
at least 80% of the members of the carrier company’s board of directors are Canadian |
| • |
the carrier company is not controlled by non-Canadians |
In addition, where a parent company (Carrier holding company) owns at least 662/3% of the voting shares of the carrier company, the Carrier holding company must have at least 662/3% of its voting shares owned by Canadians and must not be controlled by non-Canadians. BCE is a Carrier holding company. The Telecom Regulations give certain powers to the CRTC and to Canadian carriers and Carrier holding companies to monitor and control the level of non-Canadian ownership of voting shares to ensure compliance with the Telecommunications Act. Accordingly, BCE, which controls Bell Canada and other Canadian carriers, must satisfy the following conditions:
| • |
Canadians own at least 662/3% of its voting shares, and |
| • |
it is not controlled by non-Canadians |
The powers under the Telecom Regulations include the right to:
| • |
suspend the voting rights attached to shares considered to be owned or controlled by non-Canadians |
| • |
refuse to register a transfer of voting shares to a non-Canadian, and |
| • |
force a non-Canadian to sell his or her voting shares |
However, in our case, there is an additional control restriction under the Bell Canada Act. Prior approval by the CRTC is necessary for any sale or other disposal of Bell Canada’s voting shares unless BCE retains at least 80% of all Bell Canada voting shares.
Similarly, the Canadian ownership rules under the Broadcasting Act for broadcasting licensees, such as Bell Media and Bell Canada, generally mirror the rules for Canadian-owned and -controlled common carriers under the Telecommunications Act by restricting allowable foreign investments in voting shares at the licensee operating company level to a maximum of 20% and at the holding company level to a maximum of 331/3%. An additional requirement under these Canadian broadcasting ownership rules is that the chief executive officer of a company that is a licensed broadcasting undertaking must be a Canadian citizen or permanent resident of Canada. The CRTC is precluded under a direction issued under the Broadcasting Act from issuing, amending or renewing a broadcasting licence of an applicant that does not satisfy these Canadian ownership and control criteria.
Cultural concerns over increased foreign control of broadcasting activities also require broadcasting licensees to establish programming committees when foreign investment in their holding company, while within permissible limits, exceeds 20%. In line with CRTC practice, programming committees have been established within the relevant subsidiary licensees, thereby allowing foreign investment in voting shares of BCE to reach the maximum of 331/3%.
We monitor the level of non-Canadian ownership of BCE’s common shares by obtaining data on: (i) registered shareholders from our transfer agent and registrar, AST Trust Company (Canada), and (ii) beneficial shareholders from the Canadian Depository for Securities (CDS) and the Depository Trust Company (DTC) in the United States. We also provide periodic reports to the CRTC.
As of March 4, 2021, BCE had no debt securities outstanding.
BCE INC. 2020 ANNUAL INFORMATION FORM | 19
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5 Our capital structure
| 5.2 |
Bell Canada debt securities |
As at December 31, 2020, Bell Canada had issued or assumed long-term debt securities as summarized in the table below.
|
DEBT SECURITIES |
WEIGHTED
AVERAGE INTEREST RATE |
MATURITY |
AT
DECEMBER 31, 2020 (IN $ MILLIONS) |
|||||||||
|
1997 trust indenture |
3.68% | 2022 – 2050 | 16,400 | |||||||||
|
1976 trust indenture |
9.54% | 2021 – 2054 | 1,100 | |||||||||
|
1996 trust indenture (subordinated) |
8.21% | 2026 – 2031 | 275 | |||||||||
|
2016 U.S. trust indenture (1) |
4.41% | 2048 – 2049 | 2,228 | |||||||||
|
2011 trust indenture (2) |
4.00% | 2024 | 225 | |||||||||
|
Total |
20,228 | |||||||||||
| (1) |
Bell Canada has issued notes under the 2016 U.S. trust indenture for an aggregate amount of $1,750 million in U.S. dollars, which have been hedged for foreign currency fluctuations through cross currency interest rate swaps. |
| (2) |
As part of the acquisition of Manitoba Telecom Services Inc. (MTS), on March 17, 2017, Bell Canada assumed all of MTS’ debt issued under its 2011 trust indenture. |
The Bell Canada long-term debt securities are unsecured and have been guaranteed by BCE. Additional information about the terms and conditions of the Bell Canada long-term debt securities can be found in Note 24, Long-term debt of the BCE 2020 consolidated financial statements on pages 152 and 153 of the BCE 2020 Annual Report.
In 2020, Bell Canada redeemed the following series of debt securities prior to maturity:
|
DATE OF REDEMPTION |
PRINCIPAL AMOUNT |
DESCRIPTION OF DEBT SECURITIES REDEEMED |
REDEMPTION PRICE PER $1,000 PRINCIPAL AMOUNT |
|||
|
March 16, 2020 |
$500 million |
4.95% Debentures, Series M-24, due May 19, 2021 |
$1,033.564 plus $16.003 for accrued and unpaid interest |
|||
|
September 14, 2020 |
$750 million |
3.15% Debentures, Series M-30, due September 29, 2021 |
$1,026.664 plus $14.585 for accrued and unpaid interest |
|||
|
November 6, 2020 |
$850 million |
2.00% Debentures, Series M-42, due October 1, 2021 |
$1,013.159 plus $1.973 for accrued and unpaid interest |
|||
Under its shelf prospectus dated May 29, 2019 (2019 Shelf Prospectus), Bell Canada could issue, over a 25-month period, up to $5 billion of unsecured debt securities. In addition, under its prospectus supplement dated June 6, 2019 (2019 Prospectus Supplement), Bell Canada could issue, over the same period, up to $5 billion of unsecured Medium Term Notes (MTN) Debentures.
| • |
On September 10, 2019, Bell Canada issued, under the 2019 Shelf Prospectus and 2019 Prospectus Supplement, $550 million of 2.90% MTN Debentures, Series M-50, at a price of $99.871 per $100 principal amount, to mature on September 10, 2029. The net proceeds of the offering were used to repay short-term debt. |
| • |
On February 13, 2020, Bell Canada issued, under the 2019 Shelf Prospectus and 2019 Prospectus Supplement, $750 million of 3.50% MTN Debentures, Series M-51, at a price of $99.902 per $100 principal amount, to mature on September 30, 2050. The net proceeds of the offering were used to fund, on March 16, 2020, the redemption, prior to maturity, of Bell Canada’s 4.95% Series M-24 debentures, having an outstanding principal amount of $500 million, which were due on May 19, 2021, and to repay short-term debt. |
| • |
On March 25, 2020, Bell Canada issued, under the 2019 Shelf Prospectus and 2019 Prospectus Supplement, $1 billion of 3.35% MTN Debentures, Series M-47, pursuant to a re-opening of an existing series of MTN debentures, at a price of $98.501 per $100 principal amount plus accrued and unpaid interest from and including March 12, 2020 to, but excluding, March 25, 2020 in the amount of $0.119315068 per $100 principal amount, to mature on March 12, 2025. The net proceeds of the offering were used to repay short-term debt and for general corporate purposes. |
| • |
On May 14, 2020, Bell Canada issued, under the 2019 Shelf Prospectus and 2019 Prospectus Supplement, $500 million of 3.50% MTN Debentures, Series M-51, pursuant to a re-opening of an existing series of MTN Debentures, at a price of $96.325 per $100 principal amount plus accrued and unpaid interest from and including February 13, 2020 to, but excluding, May 14, 2020 in the amount of $0.87260274 per $100 principal amount, to mature on September 30, 2050. Also on |
|
May 14, 2020, Bell Canada issued, under the 2019 Shelf Prospectus and 2019 Prospectus Supplement, $1 billion of $2.50% MTN Debentures, Series M-52, at a price of $99.824 per $100 principal amount, to mature on May 14, 2030. The net proceeds of the offerings were used to repay short-term debt and for general corporate purposes. |
| • |
On August 14, 2020, Bell Canada issued, under the 2019 Shelf Prospectus and 2019 Prospectus Supplement, $750 million of 1.65% MTN Debentures, Series M-53, at a price of $99.993 per $100 principal amount, to mature on August 16, 2027. The net proceeds of the offering were used to fund the redemption, prior to maturity, of Bell Canada’s 3.15% Series M-30 debentures, having an outstanding principal amount of $750 million, which were due on September 29, 2021. |
In order to continue to provide Bell Canada with financial flexibility and efficient access to the Canadian and U.S. debt capital markets, on November 16, 2020, Bell Canada filed with the Canadian provincial securities regulatory authorities and with the SEC a new shelf prospectus (2020 Shelf Prospectus) under which Bell Canada may issue, over a 25-month period, up to $6 billion of unsecured debt securities. The 2020 Shelf Prospectus effectively replaced the 2019 Shelf Prospectus and effectively cancelled the 2019 Prospectus Supplement.
As at March 4, 2021, Bell Canada had issued no debt securities under its 2020 Shelf Prospectus.
Certain of Bell Canada’s trust indentures and MTS’ 2011 trust indenture assumed by Bell Canada impose covenants that place limitations on the issuance of additional debt with a maturity date exceeding one year based on certain tests related to interest and asset coverage. In addition, Bell Canada is required, under certain conditions, to make an offer to repurchase all or, at the option of the holder thereof, any part of certain series of its debt securities upon the occurrence of both a “Change of Control” of BCE or Bell Canada and a “Rating Event” relating to the relevant series of debt securities. “Change of Control” and “Rating Event” are defined in the terms and conditions of the relevant series of debt securities. Bell Canada is in compliance with all conditions and restrictions of its debt securities.
20 | BCE INC. 2020 ANNUAL INFORMATION FORM
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5 Our capital structure
Bell Canada may issue short-term notes (CP Notes) under its Canadian and U.S. commercial paper programs up to the maximum aggregate principal amount of $3.0 billion in either Canadian or U.S. currency provided that at no time shall such aggregate principal amount of CP Notes exceed $3.5 billion in Canadian currency, which equals the aggregate amount available under Bell Canada’s committed supporting revolving and expansion credit facilities as of March 4, 2021. The sale of CP Notes pursuant to Bell Canada’s separate Canadian or U.S. program decreases the Canadian or U.S. $3.0 billion maximum principal amount
of CP Notes authorized to be outstanding at any time under both programs, with one Canadian dollar being treated as equal to one U.S. dollar for purposes of this limitation. At March 4, 2021, Bell Canada had CP Notes outstanding under its U.S. program in the principal amount of US$1,480 million (C$1,876 million when taking into account hedges with forward currency contracts against foreign currency fluctuations). As at the same date, no CP Notes were outstanding under Bell Canada’s Canadian program.
| 5.3 |
Credit ratings |
Ratings generally address the ability of a company to repay principal and pay interest or dividends on issued and outstanding securities.
Our ability to raise financing depends on our ability to access the public equity and debt capital markets as well as the bank credit market. Our ability to access such markets and the cost and amount of funding available depend partly on our assigned credit ratings at the time capital is raised. Investment grade ratings usually mean that when we borrow money, we qualify for lower interest rates than companies that have ratings below investment grade. Credit ratings are subject to change, based on a number of factors including, but not limited to, our financial strength, competitive position, liquidity and other factors that are not completely within our control. A ratings downgrade could result in adverse consequences for our funding capacity or our ability to access the capital markets.
As of March 4, 2021, BCE’s preferred shares are rated by DBRS Limited (DBRS) and S&P Global Ratings Canada, a business unit of S&P Global Canada Corp. (S&P), and Bell Canada’s debt securities are rated by DBRS, Moody’s Investors Service, Inc. (Moody’s) and S&P.
This section describes the credit ratings, as of March 4, 2021, for certain of the issued and outstanding securities of BCE and Bell Canada. These ratings provide investors with an independent measure of the credit quality of an issue of securities. However, they are not recommendations to buy, sell or hold any of the securities referred to below, and they may be revised or withdrawn at any time by the assigning rating agency. Ratings are determined by the rating agencies based on criteria established from time to time by them, and they do not comment on market price or suitability for a particular investor. Each credit rating should be evaluated independently of any other credit rating.
In the past two years, we have paid rating agencies to assign ratings to BCE’s preferred shares, as well as to Bell Canada’s short-term and long-term debt securities. The fees paid to DBRS and S&P include access to their websites. In addition, we paid DBRS and Moody’s for services provided relating to ratings assigned in connection with Bell Canada’s securitized trade receivable programs.
RATINGS FOR BCE AND BELL CANADA SECURITIES
RATINGS FOR BELL CANADA SHORT-TERM DEBT SECURITIES
|
SHORT-TERM DEBT SECURITIES |
RATING AGENCY |
RATING |
RANK |
|||
|
Bell Canada commercial paper |
DBRS | R-2 (high) | 4 out of 10 | |||
| Moody’s | P-2 | 2 out of 4 | ||||
| S&P | A-1 (Low) (Canadian scale) | 3 out of 8 | ||||
|
A-2 (Global scale) |
3 out of 7 |
|||||
RATINGS FOR BELL CANADA LONG-TERM DEBT SECURITIES
|
LONG-TERM DEBT SECURITIES |
RATING AGENCY |
RATING |
RANK |
|||
|
Bell Canada unsubordinated long-term debt securities |
DBRS | BBB (high) | 8 out of 26 | |||
| Moody’s | Baa1 | 8 out of 21 | ||||
| S&P | BBB+ | 8 out of 22 | ||||
|
Bell Canada subordinated long-term debt securities |
DBRS | BBB (low) | 10 out of 26 | |||
| Moody’s | Baa2 | 9 out of 21 | ||||
| S&P | BBB | 9 out of 22 | ||||
RATINGS FOR BCE PREFERRED SHARES
|
PREFERRED SHARES |
RATING AGENCY |
RATING |
RANK |
|||
|
BCE preferred shares |
DBRS | Pfd-3 | 8 out of 16 | |||
| S&P | P-2 (Low) (Canadian scale) | 6 out of 18 | ||||
|
BBB- (Global scale) |
8 out of 20 |
|||||
As of March 4, 2021, BCE and Bell Canada’s credit ratings have stable outlooks from DBRS, Moody’s and S&P.
BCE INC. 2020 ANNUAL INFORMATION FORM | 21
Table of Contents
5 Our capital structure
GENERAL EXPLANATION
SHORT-TERM DEBT SECURITIES
The table below shows the range of credit ratings that each rating agency assigns to short-term debt instruments and is based upon public statements from the respective rating agencies as of March 4, 2021.
|
HIGHEST QUALITY
OF SECURITIES RATED |
LOWEST QUALITY
OF SECURITIES RATED |
|||||
|
DBRS |
R-1 (high) | D | ||||
|
Moody’s |
P-1 | NP | ||||
|
S&P (Canadian scale) |
A-1 (High) | D | ||||
|
S&P (Global scale) |
A-1+ | D | ||||
The DBRS short-term debt rating scale provides an opinion on the risk that a borrower will not meet its short-term financial obligations in a timely manner. Ratings are based on quantitative and qualitative considerations relevant to the issuer and the relative ranking of claims.
Moody’s short-term ratings are assigned to obligations with an original maturity of 13 months or less and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
An S&P Canadian commercial paper rating is a forward-looking opinion about the capacity of an obligor to meet financial commitments associated with a specific commercial paper program or other short-term financial instrument, relative to the debt servicing and repayment capacity of other obligors active in the Canadian domestic financial markets with respect to their own financial obligations.
An S&P Global rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations or a specific financial program, and about the obligor’s capacity and willingness to meet its financial commitments.
LONG-TERM DEBT SECURITIES
The table below shows the range of credit ratings that each rating agency assigns to long-term debt instruments and is based upon public statements from the respective rating agencies as of March 4, 2021.
|
HIGHEST QUALITY
OF SECURITIES RATED |
LOWEST QUALITY
OF SECURITIES RATED |
|||
|
DBRS |
AAA | D | ||
|
Moody’s |
Aaa | C | ||
|
S&P |
AAA | D | ||
The DBRS long-term debt rating scale provides an opinion on the risk of default; that is, the risk that an issuer will fail to satisfy its financial obligations in accordance with the terms under which an obligation has been issued. Ratings are based on quantitative and qualitative considerations relevant to the issuer and the relative ranking of claims.
Moody’s long-term debt ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment.
S&P’s long-term debt credit rating scale provides a forward-looking opinion of the creditworthiness of a company in meeting a specific financial obligation, a specific class of financial obligations or a specific financial program. It takes into consideration the likelihood of payment; that is, the capacity and willingness of the company to meet its financial commitment on an obligation according to the terms of the obligation, among other factors.
PREFERRED SHARES
The table below describes the range of credit ratings that each rating agency assigns to preferred shares and is based upon public statements from the respective rating agencies as of March 4, 2021.
|
HIGHEST QUALITY
OF SECURITIES RATED |
LOWEST QUALITY
OF SECURITIES RATED |
|||
|
DBRS |
Pfd-1 (high) | D | ||
|
S&P (Canadian scale) |
P-1 (High) | D | ||
|
S&P (Global scale) |
AA | D | ||
The DBRS preferred share rating scale reflects an opinion of the risk that an issuer will not fulfill its obligations with respect to both dividends and principal commitments. Every DBRS rating is based on quantitative and qualitative considerations relevant to the issuing entity.
S&P’s Canadian preferred share rating is a forward-looking opinion about the creditworthiness of an obligor in meeting a specific preferred share obligation issued in the Canadian market, compared to preferred shares issued by other issuers in the Canadian market.
An S&P Global rating is a forward-looking opinion about the creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations or a specific financial program, and about the obligor’s capacity and willingness to meet its financial commitments.
22 | BCE INC. 2020 ANNUAL INFORMATION FORM
Table of Contents
5 Our capital structure
EXPLANATION OF RATING CATEGORIES RECEIVED FOR OUR SECURITIES
The following explanations of the rating categories received for our securities have been published by the applicable rating agencies. The explanations and corresponding rating categories provided below are subject to change by the applicable rating agencies.
|
|
||||||
|
RATING AGENCY |
DESCRIPTION OF SECURITIES |
RATING CATEGORY |
EXPLANATION OF RATING CATEGORY RECEIVED |
|||
|
|
||||||
|
DBRS |
Short-term debt |
R-2 (high) |
upper end of adequate credit quality | |||
|
|
||||||
| capacity for the payment of short-term financial obligations as they fall due is acceptable | ||||||
|
|
||||||
| may be vulnerable to future events | ||||||
|
|
||||||
|
Long-term debt |
BBB (high) |
adequate credit quality | ||||
|
|
||||||
| capacity for the payment of financial obligations is considered acceptable | ||||||
|
|
||||||
| may be vulnerable to future events | ||||||
|
|
||||||
|
Long-term subordinated debt |
BBB (low) |
adequate credit quality | ||||
|
|
||||||
| capacity for the payment of financial obligations is considered acceptable | ||||||
|
|
||||||
| may be vulnerable to future events | ||||||
|
|
||||||
|
Preferred shares |
Pfd-3 |
adequate credit quality | ||||
|
|
||||||
| protection of dividends and principal is still considered acceptable, but the company is more susceptible to adverse changes in financial and economic conditions, and there may be other adverse conditions present which detract from debt protection. Generally, companies with Pfd-3 ratings correspond with companies with a BBB category or higher reference point | ||||||
|
|
||||||
|
Moody’s |
Short-term debt |
P-2 |
a strong ability to repay short-term debt obligations | |||
|
|
||||||
|
Long-term debt |
Baa |
subject to moderate credit risk | ||||
|
|
||||||
| considered medium-grade and may have certain speculative characteristics | ||||||
|
|
||||||
|
S&P |
Short-term debt |
A-1 (Low) (Canadian scale) |
satisfactory capacity of the company to fulfill its financial commitment on the obligation | |||
|
|
||||||
|
A-2 (Global scale) |
somewhat more susceptible to adverse effects of changes in circumstances and economic conditions than obligations rated higher | |||||
|
|
||||||
|
Long-term debt |
BBB |
adequate protection parameters | ||||
|
|
||||||
| adverse economic conditions or changing circumstances are more likely to weaken the obligor’s ability to meet its financial commitments | ||||||
|
|
||||||
|
Preferred shares |
P-2 (Low) (Canadian scale) |
adequate protection parameters | ||||
|
|
||||||
|
BBB- (Global scale) |
adverse economic conditions or changing circumstances are more likely to weaken the obligor’s ability to meet its financial commitments | |||||
|
|
||||||
BCE INC. 2020 ANNUAL INFORMATION FORM | 23
Table of Contents
5 Our capital structure
| 5.4 |
Trading of our securities |
The common and first preferred shares of BCE are listed on the TSX under the respective symbols set out in the tables below. BCE’s common shares are also listed on the New York Stock Exchange (NYSE) under the symbol BCE.
The tables below and on the next page show the range in share price per month and volume traded on the TSX in 2020 for BCE’s common shares and each series of BCE’s first preferred shares.
| FIRST PREFERRED SHARES | ||||||||||||||||||||||||||||||||||||||||||||
|
COMMON SHARES (BCE) |
SERIES R
(BCE.PR.R) |
SERIES S
(BCE.PR.S) |
SERIES T
(BCE.PR.T) |
SERIES Y
(BCE.PR.Y) |
SERIES Z
(BCE.PR.Z) |
SERIES AA
(BCE.PR.A) |
SERIES AB
(BCE.PR.B) |
SERIES AC
(BCE.PR.C) |
SERIES AD
(BCE.PR.D) |
SERIES AE
(BCE.PR.E) |
||||||||||||||||||||||||||||||||||
|
January 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$63.390 | $16.200 | $16.100 | $15.250 | $16.220 | $16.050 | $16.220 | $16.250 | $17.110 | $16.210 | $16.230 | |||||||||||||||||||||||||||||||||
|
Low |
$59.280 | $15.340 | $15.230 | $14.680 | $15.300 | $15.340 | $15.450 | $15.300 | $16.430 | $15.330 | $15.300 | |||||||||||||||||||||||||||||||||
|
Volume |
30,837,083 | 83,785 | 66,129 | 65,997 | 782,414 | 59,120 | 105,541 | 286,339 | 245,973 | 164,500 | 216,757 | |||||||||||||||||||||||||||||||||
|
February 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$65.275 | $15.760 | $15.860 | $14.980 | $15.910 | $15.860 | $15.890 | $15.870 | $17.100 | $15.910 | $15.880 | |||||||||||||||||||||||||||||||||
|
Low |
$58.875 | $14.230 | $14.500 | $13.990 | $14.230 | $14.640 | $14.500 | $14.400 | $15.410 | $14.130 | $14.150 | |||||||||||||||||||||||||||||||||
|
Volume |
48,102,075 | 71,347 | 34,445 | 52,422 | 149,395 | 18,600 | 83,557 | 96,466 | 296,829 | 172,245 | 46,662 | |||||||||||||||||||||||||||||||||
|
March 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$63.900 | $14.430 | $14.170 | $13.660 | $14.380 | $14.560 | $14.600 | $14.360 | $15.820 | $14.340 | $14.350 | |||||||||||||||||||||||||||||||||
|
Low |
$46.030 | $8.250 | $8.640 | $8.500 | $8.640 | $8.920 | $8.650 | $8.600 | $9.650 | $8,540 | $8.600 | |||||||||||||||||||||||||||||||||
|
Volume |
126,482,835 | 293,268 | 137,445 | 110,123 | 369,943 | 111,388 | 401,205 | 421,854 | 514,739 | 431,873 | 225,327 | |||||||||||||||||||||||||||||||||
|
April 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$59.310 | $12.200 | $11.610 | $11.590 | $11.630 | $12.930 | $12.690 | $11.620 | $14.700 | $12.490 | $11.660 | |||||||||||||||||||||||||||||||||
|
Low |
$54.690 | $10.030 | $10.070 | $10.020 | $10.190 | $10.650 | $10.500 | $10.160 | $12.090 | $10.150 | $10.260 | |||||||||||||||||||||||||||||||||
|
Volume |
47,054,239 | 202,209 | 171,800 | 73,849 | 137,050 | 198,049 | 181,817 | 248,102 | 231,639 | 182,226 | 538,637 | |||||||||||||||||||||||||||||||||
|
May 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$57.580 | $11.850 | $11.610 | $11.840 | $11.600 | $12.980 | $12.680 | $11.590 | $14.840 | $11.620 | $11.690 | |||||||||||||||||||||||||||||||||
|
Low |
$53.250 | $10.520 | $10.570 | $10.780 | $10.600 | $12.120 | $11.310 | $10.590 | $13.760 | $10.560 | $10.610 | |||||||||||||||||||||||||||||||||
|
Volume |
39,833,587 | 153,865 | 81,306 | 52,657 | 297,392 | 69,318 | 166,767 | 226,004 | 320,526 | 377,453 | 194,220 | |||||||||||||||||||||||||||||||||
|
June 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$60.140 | $11.730 | $11.500 | $11.500 | $11.500 | $13.280 | $12.670 | $11.520 | $14.730 | $11.560 | $11.800 | |||||||||||||||||||||||||||||||||
|
Low |
$55.790 | $10.800 | $10.600 | $10.230 | $10.540 | $12.000 | $11.500 | $10.500 | $13.750 | $10.320 | $10.600 | |||||||||||||||||||||||||||||||||
|
Volume |
74,705,435 | 136,496 | 133,319 | 37,284 | 239,515 | 70,383 | 291,966 | 441,172 | 364,521 | 354,860 | 222,898 | |||||||||||||||||||||||||||||||||
|
July 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$57.700 | $12.160 | $11.900 | $12.000 | $12.000 | $13.080 | $13.140 | $12.210 | $14.580 | $12.040 | $12.160 | |||||||||||||||||||||||||||||||||
|
Low |
$54.330 | $10.920 | $10.690 | $10.990 | $10.700 | $11.910 | $11.550 | $10.700 | $13.760 | $10.650 | $10.660 | |||||||||||||||||||||||||||||||||
|
Volume |
32,047,363 | 211,710 | 126,489 | 13,214 | 170,904 | 30,137 | 168,887 | 299,633 | 113,953 | 250,624 | 136,717 | |||||||||||||||||||||||||||||||||
|
August 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$58.210 | $12.790 | $12.770 | $13.150 | $12.820 | $13.600 | $14.000 | $12.820 | $14.570 | $12.820 | $12.850 | |||||||||||||||||||||||||||||||||
|
Low |
$56.050 | $11.800 | $11.710 | $11.500 | $11.750 | $12.690 | $12.540 | $11.620 | $13.750 | $11.460 | $11.690 | |||||||||||||||||||||||||||||||||
|
Volume |
35,434,424 | 57,833 | 113,100 | 210,712 | 78,289 | 33,576 | 177,885 | 205,857 | 207,562 | 140,611 | 249,210 | |||||||||||||||||||||||||||||||||
|
September 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$57.510 | $13.420 | $13.310 | $13.090 | $13.420 | $14.200 | $14.530 | $13.430 | $14.980 | $13.380 | $13.480 | |||||||||||||||||||||||||||||||||
|
Low |
$54.420 | $12.050 | $11.990 | $12.340 | $12.200 | $13.100 | $12.940 | $12.190 | $13.950 | $12.190 | $12.150 | |||||||||||||||||||||||||||||||||
|
Volume |
83,069,229 | 65,306 | 95,178 | 139,256 | 88,039 | 14,322 | 201,949 | 163,070 | 71,263 | 108,949 | 107,530 | |||||||||||||||||||||||||||||||||
|
October 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$56.840 | $13.160 | $12.820 | $12.800 | $12,970 | $13.750 | $13.660 | $12.930 | $14.450 | $13.045 | $12.840 | |||||||||||||||||||||||||||||||||
|
Low |
$53.185 | $11.500 | $11.790 | $12.000 | $11.840 | $12.600 | $12.490 | $11.780 | $13.750 | $11.830 | $11.790 | |||||||||||||||||||||||||||||||||
|
Volume |
41,046,718 | 477,670 | 65,614 | 34,273 | 106,672 | 21,967 | 170,490 | 143,885 | 93,862 | 134,207 | 71,607 | |||||||||||||||||||||||||||||||||
|
November 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$57.375 | $14.150 | $13.490 | $13.550 | $13.710 | $14.240 | $14.200 | $13.560 | $15.280 | $13.490 | $13.940 | |||||||||||||||||||||||||||||||||
|
Low |
$52.520 | $11.550 | $11.720 | $11.990 | $11.690 | $12.550 | $12.490 | $11.660 | $13.560 | $11.750 | $11.710 | |||||||||||||||||||||||||||||||||
|
Volume |
49,176,318 | 611,642 | 60,369 | 20,423 | 153,132 | 40,618 | 141,609 | 179,663 | 140,298 | 259,074 | 127,491 | |||||||||||||||||||||||||||||||||
|
December 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$58.670 | $15.230 | $14.150 | $14.250 | $14.250 | $14.920 | $14.980 | $14.200 | $15.960 | $14.290 | $14.640 | |||||||||||||||||||||||||||||||||
|
Low |
$54.310 | $14.200 | $13.300 | $13.600 | $13.380 | $14.170 | $13.860 | $13.360 | $14.850 | $13.290 | $13.220 | |||||||||||||||||||||||||||||||||
|
Volume |
98,974,886 | 465,503 | 92,342 | 37,804 | 360,825 | 27,558 | 109,336 | 186,593 | 984,868 | 276,849 | 175,208 | |||||||||||||||||||||||||||||||||
24 | BCE INC. 2020 ANNUAL INFORMATION FORM
Table of Contents
5 Our capital structure
| FIRST PREFERRED SHARES | ||||||||||||||||||||||||||||||||||||||||||||
|
SERIES AF
(BCE.PR.F) |
SERIES AG
(BCE.PR.G) |
SERIES AH
(BCE.PR.H) |
SERIES AI
(BCE.PR.I) |
SERIES AJ
(BCE.PR.J) |
SERIES AK
(BCE.PR.K) |
SERIES AL
(BCE.PR.L) |
SERIES AM
(BCE.PR.M) |
SERIES AN
(BCE.PR.N) |
SERIES AO
(BCE.PR.O) |
SERIES AQ
(BCE.PR.Q) |
||||||||||||||||||||||||||||||||||
|
January 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$16.240 | $15.260 | $16.180 | $15.230 | $16.170 | $14.550 | $14.410 | $14.920 | $15.400 | $20.500 | $19.460 | |||||||||||||||||||||||||||||||||
|
Low |
$15.260 | $14.550 | $15.300 | $14.600 | $15.350 | $13.560 | $13.750 | $14.190 | $14.510 | $19.120 | $18.600 | |||||||||||||||||||||||||||||||||
|
Volume |
192,854 | 52,820 | 701,351 | 141,043 | 1,403,207 | 628,052 | 24,618 | 167,271 | 40,835 | 178,741 | 190,913 | |||||||||||||||||||||||||||||||||
|
February 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$16.250 | $15.060 | $15.880 | $15.060 | $15.880 | $14.220 | $14.270 | $14.730 | $14.910 | $20.510 | $19.290 | |||||||||||||||||||||||||||||||||
|
Low |
$14.250 | $13.510 | $14.150 | $13.300 | $14.300 | $12.720 | $13.310 | $13.680 | $14.450 | $19.400 | $17.580 | |||||||||||||||||||||||||||||||||
|
Volume |
71,142 | 18,203 | 164,739 | 55,396 | 88,096 | 294,783 | 16,154 | 105,175 | 181,090 | 90,661 | 195,684 | |||||||||||||||||||||||||||||||||
|
March 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$15.050 | $13.830 | $14.200 | $13.600 | $14.380 | $13.000 | $13.000 | $13.500 | $14.200 | $19.150 | $18.510 | |||||||||||||||||||||||||||||||||
|
Low |
$9.410 | $8.750 | $8.550 | $8.600 | $8.750 | $8.160 | $8.000 | $8.550 | $9.300 | $12.380 | $12.000 | |||||||||||||||||||||||||||||||||
|
Volume |
259,068 | 124,923 | 342,781 | 134,636 | 272,762 | 1,764,923 | 45,615 | 510,332 | 45,171 | 147,752 | 206,661 | |||||||||||||||||||||||||||||||||
|
April 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$14.000 | $11.590 | $11.600 | $11.510 | $11.860 | $11.560 | $10.980 | $11.980 | $11.750 | $17.000 | $16.840 | |||||||||||||||||||||||||||||||||
|
Low |
$11.460 | $10.010 | $10.050 | $10.010 | $10.280 | $10.270 | $9.750 | $10.710 | $10.550 | $14.970 | $14.600 | |||||||||||||||||||||||||||||||||
|
Volume |
419,240 | 48,324 | 293,391 | 62,388 | 122,947 | 900,376 | 17,351 | 373,760 | 9,680 | 94,187 | 346,371 | |||||||||||||||||||||||||||||||||
|
May 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$13.770 | $11.800 | $11.560 | $12.000 | $11.630 | $11.850 | $11.080 | $12.000 | $12.000 | $17.270 | $16.800 | |||||||||||||||||||||||||||||||||
|
Low |
$12.560 | $10.710 | $10.560 | $10.700 | $10.700 | $10.370 | $9.700 | $11.020 | $10.840 | $16.010 | $15.320 | |||||||||||||||||||||||||||||||||
|
Volume |
193,923 | 60,987 | 102,580 | 113,166 | 75,045 | 420,975 | 26,187 | 121,108 | 26,322 | 38,510 | 287,004 | |||||||||||||||||||||||||||||||||
|
June 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$13.480 | $11.600 | $11.550 | $11.830 | $11.600 | $11.050 | $10.690 | $11.800 | $11.840 | $17.100 | $16.900 | |||||||||||||||||||||||||||||||||
|
Low |
$12.590 | $10.700 | $10.560 | $10.590 | $10.650 | $10.290 | $9.970 | $11.000 | $11.000 | $16.210 | $15.340 | |||||||||||||||||||||||||||||||||
|
Volume |
140,877 | 167,934 | 144,689 | 266,587 | 138,853 | 397,848 | 26,659 | 114,436 | 33,147 | 63,705 | 205,991 | |||||||||||||||||||||||||||||||||
|
July 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$14.110 | $11.950 | $12.010 | $11.700 | $12.000 | $11.770 | $11.000 | $12.740 | $12.550 | $18.570 | $18.680 | |||||||||||||||||||||||||||||||||
|
Low |
$12.630 | $10.540 | $10.670 | $10.660 | $10.680 | $10.350 | $9.810 | $11.160 | $10.790 | $16.210 | $15.850 | |||||||||||||||||||||||||||||||||
|
Volume |
202,372 | 149,000 | 228,534 | 31,115 | 249,287 | 331,748 | 22,761 | 154,396 | 22,632 | 47,880 | 75,056 | |||||||||||||||||||||||||||||||||
|
August 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$14.990 | $12.750 | $12.830 | $13.000 | $12.970 | $12.200 | $11.500 | $12.830 | $12.500 | $17.760 | $17.690 | |||||||||||||||||||||||||||||||||
|
Low |
$13.500 | $11.600 | $11.750 | $11.700 | $11.720 | $11.090 | $10.760 | $12.000 | $12.070 | $17.010 | $16.520 | |||||||||||||||||||||||||||||||||
|
Volume |
268,005 | 63,501 | 253,004 | 167,581 | 102,076 | 481,747 | 30,805 | 89,369 | 23,982 | 224,289 | 74,857 | |||||||||||||||||||||||||||||||||
|
September 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$15.520 | $13.100 | $13.500 | $13.270 | $13.400 | $12.300 | $11.500 | $12.980 | $12.600 | $18.100 | $17.740 | |||||||||||||||||||||||||||||||||
|
Low |
$14.010 | $12.200 | $12.180 | $12.200 | $12.230 | $11.430 | $10.900 | $12.040 | $11.820 | $17.450 | $16.610 | |||||||||||||||||||||||||||||||||
|
Volume |
68,027 | 112,152 | 114,621 | 29,804 | 95,725 | 470,208 | 13,846 | 199,735 | 23,600 | 60,047 | 90,867 | |||||||||||||||||||||||||||||||||
|
October 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$14.740 | $12.850 | $12.840 | $12.960 | $12.860 | $11.800 | $11.390 | $12.440 | $12.230 | $18.550 | $17.400 | |||||||||||||||||||||||||||||||||
|
Low |
$13.590 | $11.990 | $11.770 | $11.990 | $11.900 | $11.180 | $10.850 | $11.900 | $11.750 | $17.470 | $16.540 | |||||||||||||||||||||||||||||||||
|
Volume |
106,765 | 21,431 | 117,127 | 48,422 | 37,356 | 359,320 | 10,232 | 126,558 | 15,704 | 91,706 | 164,479 | |||||||||||||||||||||||||||||||||
|
November 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$15.170 | $13.600 | $13.490 | $13.520 | $13.500 | $12.690 | $12.000 | $13.250 | $12.490 | $19.400 | $18.720 | |||||||||||||||||||||||||||||||||
|
Low |
$13.400 | $11.790 | $11.730 | $11.810 | $11.790 | $11.350 | $10.850 | $12.300 | $11.630 | $17.690 | $16.630 | |||||||||||||||||||||||||||||||||
|
Volume |
73,334 | 25,946 | 75,858 | 20,574 | 101,816 | 841,095 | 17,806 | 112,537 | 42,737 | 48,789 | 122,421 | |||||||||||||||||||||||||||||||||
|
December 2020 |
||||||||||||||||||||||||||||||||||||||||||||
|
High |
$15.930 | $14.230 | $14.240 | $14.310 | $14.240 | $13.410 | $12.740 | $13.890 | $13.450 | $19.770 | $18.900 | |||||||||||||||||||||||||||||||||
|
Low |
$14.710 | $13.490 | $13.340 | $13.310 | $13.340 | $12.350 | $11.830 | $12.960 | $12.480 | $19.100 | $18.130 | |||||||||||||||||||||||||||||||||
|
Volume |
116,112 | 85,041 | 298,114 | 57,720 | 99,903 | 948,923 | 14,097 | 122,346 | 32,033 | 81,636 | 261,365 | |||||||||||||||||||||||||||||||||
BCE INC. 2020 ANNUAL INFORMATION FORM | 25
Table of Contents
6 Dividends and dividend payout policy
| 6 |
Dividends and dividend payout policy |
The board of directors of BCE reviews from time to time the adequacy of BCE’s common share dividend payout policy. BCE’s common share dividend payout policy is currently set to a target dividend payout ratio (1) of 65% to 75% of free cash flow (1). Our objective is to seek to achieve dividend growth while maintaining our dividend payout ratio within the target range and balancing our strategic business priorities, including continuing to invest in strategic wireline and wireless network infrastructure and maintaining investment-grade credit ratings. In 2020, our dividend payout ratio was 89%, which is higher than our policy range due to the impact of the COVID-19 pandemic. Due to a planned acceleration in capital expenditures and ongoing financial impacts of the COVID-19 pandemic expected in 2021, BCE’s dividend payout ratio is expected to remain above our target policy range in 2021. For
additional information, refer to section 1.4, Capital markets strategy of the BCE 2020 MD&A, on pages 39 to 41 of the BCE 2020 Annual Report.
BCE’s dividend payout policy, increases in the common share dividend and the declaration of dividends are subject to the discretion of BCE’s board of directors and, consequently, there can be no guarantee that BCE’s dividend payout policy will be maintained, that the dividend on common shares will be increased, or that dividends will be declared. Dividend increases and the declaration of dividends by the BCE board of directors are ultimately dependent on BCE’s operations and financial results, which are in turn subject to various assumptions and risks, including those outlined in section 1, Caution regarding forward-looking statements of this Annual Information Form.
The table below describes the increases in BCE’s annualized common share dividend starting with the quarterly dividend payable on April 15, 2018.
| DATE OF ANNOUNCEMENT | AMOUNT OF INCREASE | EFFECTIVE DATE | ||
|
February 8, 2018 |
5.2% (from $2.87 per share to $3.02 per share) |
Quarterly dividend payable on April 15, 2018 |
||
|
February 7, 2019 |
5.0% (from $3.02 per share to $3.17 per share) |
Quarterly dividend payable on April 15, 2019 |
||
|
February 6, 2020 |
5.0% (from $3.17 per share to $3.33 per share) |
Quarterly dividend payable on April 15, 2020 |
||
|
February 4, 2021 |
5.1% (from $3.33 per share to $3.50 per share) |
Quarterly dividend payable on April 15, 2021 |
||
Dividends on BCE’s first preferred shares are, if declared, payable quarterly, except for dividends on Series S, Series Y, Series AB, Series AD, Series AE, Series AH and Series AJ first preferred shares, which, if declared, are payable monthly.
The table below shows the amount of cash dividends declared per BCE common share and per Series R, Series S, Series T, Series Y, Series Z, Series AA, Series AB, Series AC, Series AD, Series AE, Series AF, Series AG, Series AH, Series AI, Series AJ, Series AK, Series AL, Series AM, Series AN, Series AO and Series AQ first preferred share for 2020, 2019 and 2018.
| 2020 | 2019 | 2018 | ||||||||||
|
Common shares |
$3.33 | $3.17 | $3.02 | |||||||||
|
First preferred shares |
||||||||||||
|
Series R |
$0.96300 | $1.03250 | $1.0325 | |||||||||
|
Series S |
$0.66019 | $0.98748 | $0.91392 | |||||||||
|
Series T |
$0.75475 | $0.75475 | $0.75475 | |||||||||
|
Series Y |
$0.66019 | $0.98748 | $0.91392 | |||||||||
|
Series Z |
$0.97600 | $0.97600 | $0.976 | |||||||||
|
Series AA |
$0.90252 | $0.90252 | $0.90252 | |||||||||
|
Series AB |
$0.66019 | $0.98748 | $0.91392 | |||||||||
|
Series AC |
$1.09500 | $1.09500 | $1.095 | |||||||||
|
Series AD |
$0.66019 | $0.98748 | $0.91392 | |||||||||
|
Series AE |
$0.66019 | $0.98748 | $0.91392 | |||||||||
|
Series AF |
$0.96625 | $0.77750 | $0.7775 | |||||||||
|
Series AG |
$0.70000 | $0.70000 | $0.70 | |||||||||
|
Series AH |
$0.66019 | $0.98748 | $0.91392 | |||||||||
|
Series AI |
$0.68750 | $0.68750 | $0.6875 | |||||||||
|
Series AJ |
$0.66019 | $0.98748 | $0.91392 | |||||||||
|
Series AK |
$0.73850 | $0.73850 | $0.7385 | |||||||||
|
Series AL |
$0.70180 | $0.88996 | $0.77374 | |||||||||
|
Series AM |
$0.69100 | $0.69100 | $0.691 | |||||||||
|
Series AN |
$0.75445 | $0.94245 | $0.82625 | |||||||||
|
Series AO |
$1.06500 | $1.06500 | $1.065 | |||||||||
|
Series AQ |
$1.20300 | $1.20300 | $1.097625 | |||||||||
| (1) |
The terms free cash flow and dividend payout ratio do not have any standardized meaning under IFRS. Therefore, they are unlikely to be comparable to similar measures presented by other issuers. We define free cash flow as cash flows from operating activities, excluding cash from discontinued operations, acquisition and other costs paid (which include significant litigation costs) and voluntary pension funding, less capital expenditures, preferred share dividends and dividends paid by subsidiaries to non-controlling interest. We exclude cash from discontinued operations, acquisition and other costs paid and voluntary pension funding because they affect the comparability of our financial results and could potentially distort the analysis of trends in business performance. Excluding these items does not imply they are non-recurring. We consider free cash flow to be an important indicator of the financial strength and performance of our businesses because it shows how much cash is available to pay dividends on common shares, repay debt and reinvest in our company. We believe that certain investors and analysts use free cash flow to value a business and its underlying assets and to evaluate the financial strength and performance of our businesses. The most comparable IFRS financial measure is cash flows from operating activities. We define dividend payout ratio as dividends paid on common shares divided by free cash flow. We consider dividend payout ratio to be an important indicator of the financial strength and performance of our businesses because it shows the sustainability of the company’s dividend payments. |
26 | BCE INC. 2020 ANNUAL INFORMATION FORM
Table of Contents
7 Our directors and executive officers
| 7 |
Our directors and executive officers |
| 7.1 |
Directors |
The table below lists BCE’s directors, where they lived, the date they were elected or appointed and their principal occupation on March 4, 2021.
Under BCE’s by-laws, each director holds office until the earlier of the next annual shareholder meeting or his or her resignation.
|
NAME, PROVINCE/STATE AND COUNTRY OF RESIDENCE |
DATE ELECTED OR APPOINTED TO THE BCE BOARD |
PRINCIPAL OCCUPATION ON MARCH 4, 2021 | ||
|
Barry K. Allen, Florida, United States |
May 2009 |
Operating Partner, Providence Equity Partners LLC (a private equity firm focused on media, entertainment, communications and information investments), since September 2007 | ||
|
Mirko Bibic, Ontario, Canada |
January 2020 |
President and Chief Executive Officer, BCE and Bell Canada, since January 2020 | ||
|
Robert E. Brown, Québec, Canada |
May 2009 |
Corporate director, since October 2009 | ||
|
David F. Denison, FCPA, FCA, Ontario, Canada |
October 2012 |
Corporate director, since June 2012, and Chartered Professional Accountant | ||
|
Robert P. Dexter, Nova Scotia, Canada |
November 2014 |
Chair and Chief Executive Officer of Maritime Travel Inc. (an integrated travel company), since July 1979 | ||
|
Ian Greenberg, Québec, Canada |
July 2013 |
Corporate director, since July 2013 | ||
|
Katherine Lee, Ontario, Canada |
August 2015 |
Corporate director, since March 2018, and Chartered Professional Accountant | ||
|
Monique F. Leroux, C.M., O.Q., FCPA, FCA, Québec, Canada |
April 2016 |
Corporate director, since April 2016, and Chartered Professional Accountant | ||
|
Sheila A. Murray, Ontario, Canada |
May 2020 |
Corporate director, since April 2019 | ||
|
Gordon M. Nixon, Ontario, Canada |
November 2014 |
Chair of the board of directors, BCE and Bell Canada, since April 2016, and corporate director, since September 2014 | ||
|
Louis P. Pagnutti, FCPA, FCA, Ontario, Canada |
November 2020 |
Corporate director, since September 2020, and Chartered Professional Accountant | ||
|
Thomas E. Richards, Florida, United States |
May 2020 |
Corporate director, since January 2020 | ||
|
Calin Rovinescu, C.M., Québec, Canada |
April 2016 |
Corporate director, since February 2021 | ||
|
Karen Sheriff, Ontario, Canada |
April 2017 |
Corporate director, since October 2016 | ||
|
Robert C. Simmonds, Ontario, Canada |
May 2011 |
Chair, Lenbrook Corporation (a national distributor of electronics components and radio products), since April 2002 | ||
|
Paul R. Weiss, FCPA, FCA, Ontario, Canada |
May 2009 |
Corporate director, since April 2008, and Chartered Professional Accountant | ||
PAST OCCUPATION
All of BCE’s directors have held the positions listed above or other senior management positions with the same or associated firms or organizations during the past five years or longer, except for the directors listed below.
| NAME | PAST OCCUPATION | |
|
Katherine Lee |
Chief Executive Officer of 3 Angels Holdings Limited (a real estate holding company), from 2016 to March 2018 | |
|
Monique F. Leroux, C.M., O.Q., FCPA, FCA |
Chair, President and Chief Executive Officer of Desjardins Group (the leading cooperative financial group in Canada), from 2008 to April 2016 | |
|
Sheila A. Murray |
President of CI Financial Corp. (an investment fund company), from 2016 to March 2019; Executive Vice-President, General Counsel and Secretary of CI Financial Corp., from 2009 to 2016 | |
|
Louis P. Pagnutti, FCPA, FCA |
Global Managing Partner of Ernst & Young (EY) (a professional services firm), from 2013 to September 2020 | |
|
Thomas E. Richards |
Executive Chairman of the Board of Directors of CDW Corporation (a provider of integrated information technology solutions), from December 2018 to December 2019; Chairman, President and Chief Executive Officer of CDW Corporation from 2013 to December 2018 | |
|
Calin Rovinescu, C.M. |
President and Chief Executive Officer of Air Canada (an airline company), from April 2009 to February 2021 | |
|
Karen Sheriff |
President and Chief Executive Officer of Q9 Networks Inc. (a data centre services provider), from 2015 to October 2016 | |
BCE INC. 2020 ANNUAL INFORMATION FORM | 27
Table of Contents
7 Our directors and executive officers
COMMITTEES OF THE BOARD
The table below lists the committees of BCE’s board of directors and their members on March 4, 2021.
| COMMITTEE | MEMBERS | |
|
Audit |
Louis P. Pagnutti (Chair) Ian Greenberg, Katherine Lee, Monique F. Leroux, Thomas E. Richards, Paul R. Weiss |
|
|
Corporate Governance |
Monique F. Leroux (Chair) Barry K. Allen, Robert E. Brown, David F. Denison, Katherine Lee, Robert C. Simmonds |
|
| Management Resources and Compensation |
David F. Denison (Chair) Barry K. Allen, Robert E. Brown, Robert P. Dexter, Ian Greenberg, Sheila A. Murray, Thomas E. Richards, Calin Rovinescu |
|
|
Risk and Pension Fund |
Calin Rovinescu (Chair) Robert P. Dexter, Sheila A. Murray, Louis P. Pagnutti, Karen Sheriff, Robert C. Simmonds, Paul R. Weiss |
|
| 7.2 |
Executive officers |
The following executive changes became effective in January 2021:
| • |
Mr. Wade Oosterman assumed operational leadership of Bell Media following Randy Lennox’s departure, becoming President, Bell Media and Vice Chair of BCE and Bell Canada. Mr. Oosterman was previously Vice Chair and Group President as well as Bell’s Chief Brand Officer. |
| • |
Ms. Devorah Lithwick was appointed Senior Vice-President and Chief Brand Officer of Bell Canada as Mr. Oosterman focuses fully on his role at Bell Media. Ms. Lithwick was previously Senior Vice-President, Brand. |
| • |
Mr. Robert Malcolmson became Executive Vice-President and Chief Legal & Regulatory Officer of BCE and Bell Canada. Mr. Malcolmson was previously Chief Regulatory Officer. |
The table below lists BCE’s and Bell Canada’s executive officers, where they lived and the office they held at BCE and/or Bell Canada on March 4, 2021.
| NAME | PROVINCE AND COUNTRY OF RESIDENCE | OFFICE HELD AT BCE/BELL CANADA | ||
|
Mirko Bibic |
Ontario, Canada |
President and Chief Executive Officer (BCE and Bell Canada) | ||
|
Michael Cole |
Ontario, Canada |
Executive Vice-President and Chief Information Officer (Bell Canada) | ||
|
Claire Gillies |
Ontario, Canada |
President, Bell Mobility (Bell Canada) | ||
|
Stephen Howe |
Ontario, Canada |
Executive Vice-President and Chief Technology Officer (Bell Canada) | ||
|
Rizwan Jamal |
Ontario, Canada |
President, Bell Residential & Small Business (Bell Canada) | ||
|
Blaik Kirby |
Ontario, Canada |
Group President, Bell Mobility and Bell Residential & Small Business (Bell Canada) | ||
|
Glen LeBlanc |
Nova Scotia, Canada |
Executive Vice-President and Chief Financial Officer (BCE and Bell Canada) | ||
|
Bernard le Duc |
Ontario, Canada |
Chief Human Resources Officer and Executive Vice-President, Corporate Services (BCE and Bell Canada) | ||
|
Devorah Lithwick |
Ontario, Canada |
Senior Vice-President and Chief Brand Officer (Bell Canada) | ||
|
Thomas Little |
Ontario, Canada |
President, Bell Business Markets (Bell Canada) | ||
|
Robert Malcolmson |
Ontario, Canada |
Executive Vice-President and Chief Legal & Regulatory Officer (BCE and Bell Canada) | ||
|
Karine Moses |
Québec, Canada |
Senior Vice-President, Content Development and News and Vice Chair, Québec (Bell Canada) | ||
|
Wade Oosterman |
Ontario, Canada |
President, Bell Media and Vice Chair (BCE and Bell Canada) | ||
|
John Watson |
Ontario, Canada |
Group President, Customer Experience (Bell Canada) | ||
All of our executive officers have held their present positions or other senior management positions with BCE or Bell Canada during the past five years or longer.
| 7.3 |
Directors’ and executive officers’ share ownership |
As at December 31, 2020, BCE’s directors and executive officers elected or appointed at such date as a group beneficially owned, or exercised control or direction over, directly or indirectly, 538,329 common shares (or less than 0.1%) of BCE.
28 | BCE INC. 2020 ANNUAL INFORMATION FORM
Table of Contents
8 Legal proceedings
| 8 |
Legal proceedings |
In the ordinary course of our business, we become involved in various claims and legal proceedings seeking monetary damages and other relief. In particular, because of the nature of our consumer-facing business, we are exposed to class actions pursuant to which substantial monetary damages may be claimed. This section describes important legal proceedings in which we were involved as at March 4, 2021 or which were concluded in 2020. This list is not comprehensive and we are involved in a number of other legal proceedings. Due to the inherent risks and uncertainties of the litigation process, we cannot predict the final outcome or timing of claims and legal proceedings. Subject to the foregoing, and based on information currently available and management’s assessment of the merits of the claims and legal proceedings pending at March 4, 2021, management believes that the ultimate resolution of these claims and legal proceedings is unlikely to have a material and negative effect on our financial statements or operations. We believe that we have strong defences and we intend to vigorously defend our positions.
CLASS ACTION CONCERNING INDEXATION RATE
OF PENSION PAYMENTS
On January 16, 2018, a statement of claim was filed pursuant to the Class Proceedings Act (Ontario) in the Ontario Superior Court against Bell Canada, Bell Mobility, Bell Media and Expertech alleging that the indexation rate under the Bell Canada Pension Plan was not properly calculated for the year 2017. The action sought to certify a class action consisting of all persons, wherever resident, who are or were members of the Bell Canada Pension Plan, or otherwise entitled to benefits thereunder, and were entitled to receive indexed pension payments as of January 1, 2017, together with the spouses, estates, heirs, beneficiaries and representatives of those who died. The action sought damages in the amount of $150 million or any greater amount determined by the court, for breach of contract under the Bell Canada Pension Plan, as well as for breach of fiduciary and trust duties under the Pension Benefits Standards Act of 1985. On August 12, 2019, the Ontario Superior Court delivered its decision certifying the class action, but simultaneously dismissed the action on the merits. On February 21, 2020, the Ontario Court of Appeal reversed the Ontario Superior Court’s decision on the merits, and granted summary judgment in favour of the plaintiff, sending the proceeding back to the Ontario Superior Court for a decision on damages and other ancillary issues.
CLASS ACTION AND PURPORTED CLASS ACTION
CONCERNING SERVICE FEE MODIFICATIONS
On November 27, 2015, an application for authorization to institute a class action was filed in the Québec Superior Court against Bell Canada, Bell ExpressVu and Bell Mobility on behalf of all consumers whose monthly fees for wireline telephone services, Internet services, Fibe TV services, satellite TV services or wireless postpaid services were unilaterally modified at any time since November 2012. The plaintiff alleges that the notices provided by the defendants of the price increases or reductions of the bundle discount were not compliant under the Québec Consumer Protection Act. The action seeks the reimbursement, since November 2012, of the monthly price increases and/or reductions of the bundle discount, and payment of punitive damages in the amount of $100 per class member. On July 10, 2017, the court authorized the action to proceed as a class action.
On December 12, 2018, another application for authorization to institute a class action was filed in the Québec Superior Court against regional subsidiaries Télébec, Limited Partnership and Cablevision du Nord de Québec Inc. on behalf of all consumers and business entities whose monthly fees for wireline telephone services, Internet services, TV services or wireless postpaid services were unilaterally modified at any time since December 2015. The plaintiff alleges that the notices provided by the defendants of the price increases or reductions of the bundle discount were not compliant under the Québec Consumer Protection Act. The action seeks the reimbursement, since December 2015, of the monthly price increases and/or reductions of the bundle discount, and payment of punitive damages in the amount of $100 per class member. This action has not yet been authorized as a class action.
CLASS ACTION AND PURPORTED CLASS ACTION
CONCERNING RELEVANT ADVERTISEMENTS INITIATIVE
On April 14 and 16, 2015, respectively, an application for authorization to institute a class action was filed against Bell Canada and Bell Mobility in the Québec Superior Court and a statement of claim was filed against Bell Canada and Bell Mobility pursuant to the Class Proceedings Act (Ontario) in the Ontario Superior Court (collectively, the Actions). Together, the Actions seek to certify a national class consisting of Bell Mobility customers who subscribed to mobile data services between November 16, 2013 and April 13, 2015. The plaintiffs seek damages for breach of contract, breach of applicable consumer protection legislation, breach of the Civil Code of Québec, intrusion upon seclusion, negligence, breach of confidence, unjust enrichment and waiver of tort resulting from Bell Canada’s and Bell Mobility’s alleged unauthorized use and disclosure of personal information pursuant to the Relevant Advertisements Initiative. Unspecified punitive damages are also sought. On November 16, 2017, the court stayed the Québec action. On May 13, 2019, the Ontario Superior Court certified the Ontario action as a national class action against Bell Mobility for the period between November 16, 2013 and April 14, 2015.
BCE INC. 2020 ANNUAL INFORMATION FORM | 29
Table of Contents
8 Legal proceedings
IP INFRINGEMENT LAWSUITS CONCERNING
IPTV SYSTEMS
On April 23, 2013, a claim was filed in the Federal Court against Bell Canada and Bell Aliant Regional Communications, Limited Partnership (Bell Aliant LP) (now Bell Canada) by Mediatube Corp. (Mediatube) and NorthVu Inc. The claim alleged that the defendants, through their development and use of IPTV systems, infringed on a patent owned by NorthVu Inc. and licensed to Mediatube. In addition to declaratory and injunctive relief, the plaintiffs sought damages in the form of unpaid royalties in relation to the defendants’ revenues from their IPTV services (the plaintiffs estimated that the monetary value of these royalties exceeded $350 million) or an accounting of the defendants’ profits, as well as punitive damages. On January 4, 2017, the Federal Court dismissed the action on the basis that Bell Canada did not infringe on the patent and that the claims of punitive damages were without merit. The plaintiffs appealed the decision to the Federal Court of Appeal. Plaintiff NorthVu Inc. discontinued its appeal, leaving Mediatube as the sole appellant. On June 11, 2019, the Federal Court of Appeal dismissed Mediatube’s appeal and, on September 10, 2019, Mediatube applied to the Supreme Court of Canada for leave to appeal from the Federal Court of Appeal’s decision. On March 19, 2020, the Supreme Court of Canada denied Mediatube’s leave to appeal. Accordingly, this legal proceeding is now concluded.
On January 19, 2018, a claim was filed in the Federal Court against BCE Inc., Bell Canada, Bell Aliant Regional Communications Inc., Bell MTS Inc. and NorthernTel, Limited Partnership by Rovi Guides, Inc. and Tivo Solutions Inc. Separate and similar actions have been filed by the same plaintiffs against other Canadian telecommunications and cable companies. The claim alleges that the defendants, through their manufacture, distribution, sale and use of certain features of their IPTV systems, have infringed on six patents variously owned by the plaintiffs. The claim also alleges that the defendants have, through their marketing and customer support activities, induced users to infringe on the patents. In addition to declaratory and injunctive relief, the plaintiffs seek damages in the form of unpaid royalties in relation to the defendants’ revenues from their IPTV services or an accounting of the defendants’ profits. On May 25, 2018, the plaintiffs discontinued the claim with respect to two of the six patents on which they asserted infringement. With the action bifurcated into separate liability and remedies phases, trial on the merits for the liability phase was completed in January 2021. The court’s decision is pending. Bell Canada intends to exercise all available indemnity recourses from third parties that provide the intellectual property upon which its IPTV services are based.
CLASS ACTIONS CONCERNING INCREASE TO LATE
PAYMENT CHARGES
On October 28, 2010, an application for authorization to institute a class action was filed in the Québec Superior Court against Bell Canada and Bell Mobility on behalf of all physical persons and companies of 50 employees or less in Canada who were billed late payment charges since June 2010. The plaintiffs allege that the increase by Bell Canada and Bell Mobility of the late payment charge imposed on customers who fail to pay their invoices by the due date from 2% to 3% per month is invalid. The action seeks an order requiring Bell Canada and Bell Mobility to repay all late payment charges in excess of 2% per month to the members of the class. In addition to the reimbursement of such amounts, the action also seeks payment of general and punitive damages. On December 16, 2011, the court authorized the action but limited the class members to residents of the province of Québec with respect to home phone, wireless and Internet services.
On January 10, 2012, another application for the authorization to institute an identical class action was filed in the Québec Superior Court against Bell ExpressVu with respect to TV services, later amended to add Bell Canada as defendant. On December 19, 2014, the court authorized this action to proceed as a class action.
CLASS ACTION AND PURPORTED CLASS ACTION
CONCERNING ROUNDING-UP OF MINUTES
On July 25, 2008, a statement of claim was filed pursuant to the Class Proceedings Act (Ontario) in the Ontario Superior Court against BCE Inc. on behalf of all its residential long distance customers in Canada who, since July 2002, have had their call times rounded up to the next full minute for billing purposes (the First Rounding-Up Action). On August 18, 2008, a similar statement of claim (the Second Rounding-Up Action) was filed against Bell Mobility in the same court on behalf of all Canadian Bell Mobility customers who, since July 2002, have had their wireless airtime rounded up to the next full minute. The actions allege that BCE Inc. and Bell Mobility, respectively, misrepresented and did not disclose that they round up to the next full minute when calculating long distance call time or wireless airtime. The class actions seek reimbursement of all amounts received by BCE Inc. and Bell Mobility as a result of the rounded-up portion of per minute charges for residential long distance calls and wireless airtime. Each action originally claimed general damages of $20 million, costs of $1 million for administering the distribution of damages and $5 million in punitive damages. On January 15, 2014, the Second Rounding-Up Action was amended to include an allegation of breach of contract and to increase claimed general damages to $500 million and claimed punitive damages to $20 million. The Second Rounding-Up Action was certified as a class action on November 25, 2014, for the period between August 18, 2006 and October 1, 2009. The First Rounding-Up Action has not yet been certified as a class action.
30 | BCE INC. 2020 ANNUAL INFORMATION FORM
Table of Contents
8 Legal proceedings
PURPORTED CLASS ACTION CONCERNING “911 FEES”
On June 26, 2008, a statement of claim was filed under The Class Actions Act (Saskatchewan) in the Saskatchewan Court of Queen’s Bench against a number of communications service providers, including Bell Mobility, Bell MTS Inc. and Bell Aliant LP (now Bell Mobility as successor to the Bell Aliant LP wireless business), on behalf of certain alleged customers. The action also named BCE Inc. and Bell Canada as defendants. The statement of claim alleges, among other things, breach of contract and duty to inform, deceit, misrepresentation and collusion in connection with certain “911 fees” invoiced by communications service providers to their customers. The plaintiffs seek unspecified damages, punitive damages and an accounting and constructive trust of the “911 fees” collected. The action seeks certification of a national class encompassing all customers of communications service providers, wherever resident in Canada. On July 22, 2013, the plaintiffs delivered an amended statement of claim which removed BCE Inc. and Bell Canada as defendants, and added claims for unjust enrichment and breaches of provincial consumer protection legislation and the Competition Act. The action has not yet been certified as a class action.
CLASS ACTION CONCERNING WIRELESS SYSTEM
ACCESS FEES
On August 9, 2004, a statement of claim was filed under The Class Actions Act (Saskatchewan) in the Saskatchewan Court of Queen’s Bench against a number of wireless communications service providers, including Bell Mobility and Bell Aliant LP (now Bell Mobility as successor to the Bell Aliant LP wireless business), on behalf of certain alleged customers. This statement of claim alleges, among other things, breach of contract and duty to inform, deceit, misrepresentation, unjust enrichment and collusion in connection with certain system access fees and system licensing charges invoiced by wireless communications service providers to their customers. The plaintiffs are seeking unspecified general and punitive damages. On September 17, 2007, the court granted certification, on the grounds of unjust enrichment only, of a national class encompassing all customers of the defendant wireless communications service providers, wherever resident in Canada, on the basis of an opt-out class in Saskatchewan and an opt-in class elsewhere in Canada.
OTHER
We are subject to other claims and legal proceedings in the ordinary course of our current and past operations, including class actions, employment-related disputes, contract disputes, competitor disputes and customer disputes. In some claims and legal proceedings, the claimant seeks damages as well as other relief which, if granted, could require substantial expenditures on our part or could result in changes to our business practices.
BCE INC. 2020 ANNUAL INFORMATION FORM | 31
Table of Contents
9 Interest of management and others in material transactions
10 Interest of experts
11 Transfer agent and registrar
12 For more information
| 9 |
Interest of management and others in material transactions |
To the best of our knowledge, there have been no current or nominated directors or executive officers or any associate or affiliate of a current or nominated director or executive officer with a material interest in any transaction within the three most recently completed financial years or during the current financial year that has materially affected us or is reasonably expected to materially affect us.
| 10 |
Interest of experts |
Deloitte LLP prepared the Report of independent registered public accounting firm in respect of our audited consolidated financial statements and the Report of independent registered public accounting firm in respect of our internal control over financial reporting. Deloitte LLP is independent of BCE within the meaning of the Code of Ethics of the Ordre des comptables professionnels agréés du Québec and within the meaning of the U.S. Securities Act of 1933, as amended, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (U.S.) (PCAOB).
| 11 |
Transfer agent and registrar |
The transfer agent and registrar for the common shares and preferred shares of BCE in Canada is AST Trust Company (Canada) at its principal offices in Montréal, Québec; Toronto, Ontario; Calgary, Alberta; and Vancouver, British Columbia; and in the U.S. is American Stock Transfer & Trust Company, LLC at its principal office in Brooklyn, New York.
The register for Bell Canada’s Canadian debentures and subordinated debentures is kept at the principal office of BNY Trust Company of Canada (BNY), acting as attorney for CIBC Mellon Trust Company (CIBC Mellon), in Montréal, and facilities for registration, exchange and transfer of the Canadian debentures are maintained at the principal offices of BNY, acting as attorney for CIBC Mellon, in Montréal and Toronto.
The register for Bell MTS Inc.’s notes assumed by Bell Canada is kept at the principal office of Computershare Trust Company of Canada (Computershare) in Montréal, and facilities for registration, exchange and transfer of the notes are maintained at Computershare’s offices in Montréal, Toronto and Calgary.
The register for Bell Canada’s U.S. notes, issued pursuant to its 2016 U.S. trust indenture, is kept at the principal office of The Bank of New York Mellon in New York, and facilities for registration, exchange and transfer of such U.S. notes are also maintained at the principal office of The Bank of New York Mellon in New York.
| 12 |
For more information |
This Annual Information Form as well as BCE’s annual and quarterly shareholder reports and news releases are available on BCE’s website at BCE.ca.
Additional information, including information about directors’ and officers’ remuneration and securities authorized for issuance under equity compensation plans, is contained in BCE’s management proxy circular for its most recent annual meeting of security holders that involved the election of directors.
Additional information relating to BCE is available on SEDAR at sedar.com and on EDGAR at sec.gov. Additional financial information is provided in BCE’s audited consolidated financial statements and the related management’s discussion and analysis for BCE’s most recently completed financial year, contained in the BCE 2020 Annual Report. You may ask for a copy of the annual and quarterly management’s discussion and analysis of BCE by contacting the Investor Relations group of BCE at Building A, 8th Floor, 1, Carrefour Alexander-Graham-Bell, Verdun, Québec H3E 3B3 or by sending an e-mail to investor.relations@bce.ca.
|
Shareholder inquiries |
1-800-561-0934 |
|
|
Investor relations |
1-800-339-6353 |
32 | BCE INC. 2020 ANNUAL INFORMATION FORM
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13 Schedule 1 – Audit Committee information
| 13 |
Schedule 1 – Audit Committee information |
The purpose of BCE’s Audit Committee (Audit Committee) is to assist the board of directors in its oversight of:
| • |
the integrity of BCE’s financial statements and related information |
| • |
BCE’s compliance with applicable legal and regulatory requirements |
| • |
the independence, qualifications and appointment of the external auditors |
| • |
the performance of both the external and internal auditors |
| • |
management’s responsibility for assessing and reporting on the effectiveness of internal controls |
| • |
BCE’s risks as it relates to financial reporting |
MEMBERS’ FINANCIAL LITERACY, EXPERTISE AND
SIMULTANEOUS SERVICE
Under the Sarbanes-Oxley Act of 2002 and related SEC rules, BCE is required to disclose whether its Audit Committee members include at least one “audit committee financial expert” as defined by these rules. In addition, National Instrument 52-110 – Audit Committees and the NYSE governance rules followed by BCE require that all audit committee members be “financially literate” and “independent”.
The BCE board of directors has determined that all the members of the Audit Committee during 2020 were, and all current members of the Audit Committee are, financially literate and independent, and that the current Chair of the Audit Committee, Mr. L.P. Pagnutti, and Ms. K. Lee, Ms. M.F. Leroux and Mr. P.R. Weiss are qualified as “audit committee financial experts”. The table below outlines the relevant education and experience of all members of the Audit Committee, whether during 2020 or currently.
|
RELEVANT EDUCATION AND EXPERIENCE
|
||
|
L.P. Pagnutti, FCPA, FCA (Chair) (since January 2021) |
Mr. Pagnutti has been a director of BCE since November 2020 and is Chair of the Audit Committee since January 2021. Mr. Pagnutti is a corporate director and was Global Managing Partner Business Enablement of EY and a member of EY’s Global Executive Board until his retirement in September 2020. As Global Managing Partner, he was responsible for EY’s business functions across the globe. He oversaw EY’s strategy and its execution for all functions, including technology, finance, risk management, legal, shared services and procurement. Mr. Pagnutti joined EY Assurance in 1981, before moving to EY Tax in 1986. From 2004 until 2010, he was Chairman and Chief Executive Officer of EY Canada and a member of the EY Americas Executive Board. He was EY Asia-Pacific Area Managing Partner from 2010 to 2013. Mr. Pagnutti is also a director of DLA Piper International LLP and DLA Piper Global (a professional services firm). He holds an Honours Bachelor of Commerce degree from Laurentian University. He earned his Chartered Professional Accountant designation in 1983 and was honoured with a Fellow Chartered Accountant designation in 2006. He has served on the Sunnybrook Hospital Foundation and Pathways to Education boards. Mr. Pagnutti initiated EY Canada’s role as National Volunteer Partner of Pathways to Education, a program dedicated to helping high school students from low-income and under-represented groups complete high school and pursue post-secondary education. | |
|
D.F. Denison, FCPA, FCA (until December 2020) |
Mr. Denison has been a director of BCE since October 2012. Mr. Denison is a corporate director with extensive experience in the financial services industry. He served as President and Chief Executive Officer of the Canada Pension Plan Investment Board (an investment management organization) from 2005 to 2012. Prior to that, Mr. Denison was President of Fidelity Investments Canada Limited (a financial services provider). He has also held a number of senior positions in the investment banking, asset management and consulting sectors in Canada, the United States and Europe. Mr. Denison serves as an Advisor to the Government of Singapore Investment Corporation, Whitehorse Liquidity Partners and Sagard Holdings, and co-chairs the University of Toronto Investment Committee. Mr. Denison earned bachelor’s degrees in Mathematics and Education from the University of Toronto, is a Chartered Professional Accountant and a Fellow of CPA Ontario. He was named an Officer of the Order of Canada in 2014 and received an honorary Doctor of Laws degree from York University in 2016. Mr. Denison is a director of Royal Bank of Canada and Chair of Element Fleet Management Corp. | |
|
R.P. Dexter (until December 2020) |
Mr. Dexter has been a director of BCE since November 2014. He has been Chair and Chief Executive Officer of Maritime Travel Inc. since 1979. He holds bachelor’s degrees in both Commerce and Law from Dalhousie University and was appointed Queen’s Counsel in 1995. Mr. Dexter has over 20 years of experience in the communications sector, having served as a director of Maritime Tel & Tel Limited from 1997 to 1999 prior to joining the Aliant, and later the Bell Aliant, boards until October 2014. He is also a counsel to the law firm Stewart McKelvey and was Chair of Sobeys Inc. and Empire Company Limited from 2004 to 2016. Mr. Dexter is also a director of High Liner Foods Incorporated and Chair of Wajax Corporation. | |
| I. Greenberg | Mr. Greenberg has been a director of BCE since July 2013. He is a corporate director and one of four brothers who founded Astral Media Inc. (a media company). From 1995 until July 2013, Mr. Greenberg was President and Chief Executive Officer of Astral Media Inc. He is past Chair of Cineplex Inc., and is a member of the Broadcasting Hall of Fame and a recipient of the prestigious Ted Rogers and Velma Rogers Graham Award for his unique contribution to the Canadian broadcasting system. With his brothers, he also received the Eleanor Roosevelt Humanities Award for their active support of numerous industry and charitable organizations. Mr. Greenberg was a member of the Canadian Council of Chief Executives and a governor of Montréal’s Jewish General Hospital. In 2013, he was inducted in the Canadian Business Hall of Fame. | |
| K. Lee | Ms. Lee has been a director of BCE since August 2015 and a corporate director since March 2018. Ms. Lee served as President and Chief Executive Officer of GE Capital Canada (a leading global provider of financial and fleet management solutions to mid-market companies operating in a broad range of economic sectors) from 2010 to February 2015. Prior to this role, Ms. Lee served as Chief Executive Officer of GE Capital Real Estate in Canada from 2002 to 2010, building it into a full debt and equity operating company. Ms. Lee joined GE in 1994, where she held a number of positions, including Director, Mergers & Acquisitions, for GE Capital’s Pension Fund Advisory Services, based in San Francisco, and Managing Director of GE Capital Real Estate Korea, based in Seoul and Tokyo. From 2016 to 2018, Ms. Lee was Chief Executive Officer of 3 Angels Holdings Limited. Ms. Lee earned a Bachelor of Commerce degree from the University of Toronto. She is a Chartered Professional Accountant and Chartered Accountant. She is active in the community, championing women’s networks and Asia-Pacific forums. Ms. Lee is also a director of Colliers International Group Inc. and Public Sector Pension Investments. | |
BCE INC. 2020 ANNUAL INFORMATION FORM | 33
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13 Schedule 1 – Audit Committee information
| M.F. Leroux, C.M., O.Q., FCPA, FCA | Ms. Leroux has been a director of BCE since April 2016. Companion of the Canadian Business Hall of Fame and the Investment Industry Hall of Fame, Ms. Leroux is a corporate director. She is Vice-Chair of Fiera Holdings Inc. and serves as an independent board member of global companies such as Michelin Group (ML-France), S&P Global Inc. (SPGI), Alimentation Couche-Tard Inc. (ATD) and Lallemand Inc. (a privately owned company). As such, she brings to these boards her diverse experience, among others as Partner at EY and Chair of the Board and Chief Executive Officer of Desjardins Group from 2008 to 2016. In May 2020, Ms. Leroux was appointed Chair of the Industry Strategy Council by the Minister of Innovation, Science and Industry of Canada. From 2016 to 2020, she was Chair of the Board of Investissement Québec. She is also vice-chair of the Montreal Symphony Orchestra (OSM). Ms. Leroux is a Member of the Order of Canada, an Officer of the Ordre national du Québec, a Chevalier of the Légion d’honneur (France) and a recipient of the Woodrow Wilson Award (United States). She has been awarded Fellowship by the Ordre des comptables professionnels agréés du Québec and the Institute of Corporate Directors and holds honorary doctorates from eight Canadian universities in recognition of her contribution to the business sector and to the community. | |
|
T.E. Richards (since January 2021) |
Mr. Richards has been a director of BCE since May 2020. Mr. Richards is a corporate director and was Executive Chairman of the board of directors of CDW Corporation until December 2019. He previously served as Chairman, President and Chief Executive Officer of CDW Corporation until December 2018. Mr. Richards was named President and Chief Executive Officer of CDW Corporation in October 2011 and Chairman in January 2013. Prior to joining CDW Corporation in 2009 as President and Chief Operating Officer, he served as Executive Vice President and Chief Operating Officer of Qwest Communications International Inc. (a telecommunications company) from 2008 to 2009 and before then as Executive Vice President of the Business Markets Group. Mr. Richards also served as Chairman and Chief Executive Officer of Clear Communications Corporation (a telecommunications company) and as Executive Vice President of Ameritech Corporation (a telecommunications company). He is Chairperson of the Board of Trustees of the University of Pittsburgh and Vice Chairman of the University of Pittsburgh Medical Center. He is also a director of Northern Trust Corporation. | |
|
R.C. Simmonds (until December 2020) |
Mr. Simmonds has been a director of BCE since May 2011. He became Chair of Lenbrook Corporation in 2002, having been a founder and director of the company since 1977. He is a seasoned Canadian telecommunications executive who has served in public company roles from 1994 to 2006. From 1985 until 2000, he served as Chair of Clearnet Communications Inc., a Canadian wireless competitor that launched two all-new digital mobile networks. Internationally regarded as a leading wireless communications engineer and mobile spectrum authority, Mr. Simmonds has played a key role in the development of Canada’s mobile spectrum policies for more than 30 years. He is Chair of the Mobile and Personal Communications Committee of the Radio Advisory Board of Canada, a body that provides unbiased and technically expert advice to the federal Department of Innovation, Science and Economic Development, and is a past Chair of the Canadian Wireless Telecommunications Association (CWTA). A laureate and member of Canada’s Telecommunications Hall of Fame and recipient of the Engineering Medal for Entrepreneurship from Professional Engineers Ontario, Mr. Simmonds earned a B.A.Sc. in Electrical Engineering at the University of Toronto. In October 2013, Mr. Simmonds became a Fellow of the Wireless World Research Forum (an organization dedicated to long-term research in the wireless industry) in recognition of his contribution to the industry. In 2019, Mr. Simmonds was inducted into the Engineering Alumni Hall of Distinction of the University of Toronto. | |
| P.R. Weiss, FCPA, FCA | Mr. Weiss has been a director of BCE since May 2009 and was Chair of the Audit Committee between May 2009 and December 2020. Mr. Weiss is a past director of Torstar Corporation, member of the board of trustees of Choice Properties REIT, director and audit committee member of The Empire Life Insurance Company and director and audit committee member of ING Bank of Canada. He is also a past Chair of Soulpepper Theatre Company and of Toronto Rehab Foundation. For over 40 years, until his retirement in 2008, he was with KPMG LLP (an accounting firm). He served as Managing Partner of the Canadian Audit Practice, a member of KPMG Canada’s Management Committee and a member of the International Global Audit Steering Group. Mr. Weiss holds a Bachelor of Commerce degree from Carleton University. He is a Chartered Professional Accountant and a Fellow of CPA Ontario. | |
The NYSE rules followed by BCE require that if an audit committee member serves simultaneously on the audit committee of more than three public companies, the board of directors must determine and disclose that this simultaneous service does not impair the ability of the member to effectively serve on the Audit Committee. In addition to serving on BCE’s Audit Committee, Ms. Monique F. Leroux currently serves on the audit committees of three public companies, Alimentation Couche-Tard Inc., Michelin Group and S&P Global Inc. The Board has
reviewed the Audit Committee service of Ms. Leroux and has concluded that these other activities do not impair her ability to effectively serve on the Audit Committee. This conclusion is based on the following considerations, among others:
| • |
she is not involved in full-time professional activities other than serving on various boards of directors and not-for-profit organizations and acting as strategic advisor |
| • |
she has extensive accounting and financial knowledge and experience, which serves the best interests of BCE and assists the Audit Committee in the discharge of its duties |
| • |
she makes valuable contributions to BCE’s Audit Committee, and |
| • |
she attended 100% of Board and committee meetings, including the Audit Committee, in 2020. |
34 | BCE INC. 2020 ANNUAL INFORMATION FORM
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13 Schedule 1 – Audit Committee information
PRE-APPROVAL POLICIES AND PROCEDURES
BCE’s Auditor Independence Policy is a comprehensive policy governing all aspects of our relationship with the external auditors, including:
| • |
establishing a process for determining whether various audit and other services provided by the external auditors affect their independence |
| • |
identifying the services that the external auditors may and may not provide to BCE and its subsidiaries |
| • |
pre-approving all services to be provided by the external auditors of BCE and its subsidiaries |
| • |
establishing a process outlining procedures when hiring current or former personnel of the external auditors in a financial oversight role to ensure auditor independence is maintained |
In particular, the policy specifies that:
| • |
the external auditors cannot be hired to provide any services falling within the prohibited services category, such as bookkeeping, financial information system design and implementation, or legal services |
| • |
for all audit and non-audit services falling within the permitted services category (such as prospectus, due diligence and non-statutory audits), a request for approval must be submitted to the Audit Committee prior to engaging the external auditors |
| • |
specific permitted services, however, are pre-approved annually and quarterly by the Audit Committee and consequently only require approval by the Executive Vice-President and Chief Financial Officer prior to engaging the external auditors |
| • |
at each regularly scheduled Audit Committee meeting, a summary of all fees billed by the external auditors by type of service is presented. This summary includes the details of fees incurred within the pre-approval amounts. |
The Auditor Independence Policy is available in the governance section of BCE’s website at BCE.ca.
EXTERNAL AUDITORS’ FEES
The table below shows the fees that BCE’s external auditors, Deloitte LLP, billed to BCE and its subsidiaries for various services in each of the past two fiscal years.
|
2020 (IN $ MILLIONS) |
2019 (IN $ MILLIONS) |
|||||||
|
Audit fees (1) |
9.1 | 9.4 | ||||||
|
Audit-related fees (2) |
3.3 | 4.7 | ||||||
|
Tax fees (3) |
0.4 | 0.4 | ||||||
|
All other fees (4) |
0.4 | 0.3 | ||||||
|
Total (5) |
13.2 | 14.8 | ||||||
| (1) |
These fees include professional services provided by the external auditors for statutory audits of the annual financial statements, the audit of the effectiveness of internal control over financial reporting, the review of interim financial reports, the review of financial accounting and reporting matters, the review of securities offering documents and translation services. |
| (2) |
These fees relate to non-statutory audits and due diligence procedures, and other regulatory audits and filings. |
| (3) |
These fees include professional services for tax compliance, tax advice and assistance with tax audits. |
| (4) |
These fees include any other fees for permitted services not included in any of the above-stated categories. |
| (5) |
The amounts of $13.2 million for 2020 and $14.8 million for 2019 reflect fees billed in those fiscal years without taking into account the year to which those services relate. Total fees for services provided for each fiscal year amounted to $9.9 million in 2020 and $11.3 million in 2019. |
BCE INC. 2020 ANNUAL INFORMATION FORM | 35
Table of Contents
14 Schedule 2 – Audit Committee charter
| 14 |
Schedule 2 – Audit Committee charter |
| I. |
Purpose |
The purpose of the Audit Committee is to assist the Board of Directors in its oversight of:
| A. |
the integrity of the Corporation’s financial statements and related information; |
| B. |
the Corporation’s compliance with applicable legal and regulatory requirements; |
| C. |
the independence, qualifications and appointment of the shareholders’ auditor; |
| D. |
the performance of the Corporation’s shareholders’ auditor and internal audit; |
| E. |
management responsibility for assessing and reporting on the effectiveness of internal controls; and |
| F. |
the Corporation’s risks as it relates to financial reporting. |
| II. |
Duties and Responsibilities |
The Audit Committee shall perform the functions customarily performed by audit committees and any other functions assigned by the Board of Directors. In particular, the Audit Committee shall have the following duties and responsibilities:
| A. |
Financial Reporting and Control |
| 1. |
On a quarterly and annual basis, review and discuss with management and the shareholders’ auditor the following: |
| a. |
major issues regarding accounting principles and financial statement presentation, including any significant changes in the Corporation’s selection or application of accounting principles or material related party transactions, and issues as to the adequacy of the Corporation’s internal controls and any special audit steps adopted in light of material control deficiencies; |
| b. |
analyses prepared by management and/or the shareholders’ auditor setting forth significant financial reporting issues and judgements made in connection with the preparation of the financial statements, including the impact of selecting one of several International Financial Reporting Standards (IFRS) and/or non IFRS measures on the financial statements when such a selection has been made in the current reporting period; |
| c. |
the effect of regulatory and accounting developments, as well as off-balance sheet arrangements, on the financial statements of the Corporation; and |
| d. |
the type and presentation of information to be included in earnings press releases (including any use of pro-forma or non-IFRS information). |
| 2. |
Meet to review and discuss with management and the shareholders’ auditor, report and, where appropriate, provide recommendations to the Board of Directors on the following prior to its public disclosure: |
| a. |
the Corporation’s annual and interim consolidated financial statements and the related “Management’s Discussion and Analysis”, Annual Information Forms, earnings press releases and earnings guidance provided to analysts and rating agencies and the integrity of the financial reporting of the Corporation; |
| – |
In addition to the role of the Audit Committee to make recommendations to the Board of Directors, where the members of the Audit Committee consider that it is appropriate and in the best interest of the Corporation, the Corporation’s interim consolidated financial statements and the related “Management’s Discussion and Analysis”, the interim earnings press releases and the earnings guidance, may also be approved on behalf of the Board of Directors by the Audit Committee, provided that such approval is subsequently reported to the Board of Directors at its next meeting; |
| b. |
any audit issues raised by the shareholders’ auditor and management’s response thereto, including any restrictions on the scope of the activities of the shareholders’ auditor or access to requested information and any significant disagreements with management. |
| 3. |
Review and discuss reports from the shareholders’ auditor on: |
| a. |
all critical accounting policies and practices used by the Corporation; |
| b. |
all material selections of accounting policies when there is a choice of policies available under IFRS that have been discussed with management, including the ramifications of the use of such alternative treatment and the alternative preferred by the shareholders’ auditor; and |
| c. |
other material written communications between the shareholders’ auditor and management, and discuss such communication with the shareholders’ auditor. |
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14 Schedule 2 – Audit Committee charter
| B. |
Oversight of the Shareholders’ Auditor |
| 1. |
Be directly responsible for the appointment, compensation, retention and oversight of the work of the shareholders’ auditor and any other auditor preparing or issuing an audit report or performing other audit services or attest services for the Corporation or any consolidated subsidiary of the Corporation, where required, and review, report and, where appropriate, provide recommendations to the Board of Directors on the appointment, terms and review of engagement, removal, independence and proposed fees of the shareholders’ auditor. |
| 2. |
Approve in advance all audit, review or attest engagement fees and terms for all audit, review or attest services to be provided by the shareholders’ auditor to the Corporation and any consolidated subsidiary and any other auditor preparing or issuing an audit report or performing other audit services or attest services for the Corporation or any consolidated subsidiary of the Corporation, where required. |
| 3. |
Pre-approve all engagements for permitted non-audit services provided by the shareholders’ auditor to the Corporation and any consolidated subsidiary and to this effect may establish policies and procedures for the engagement of the shareholders’ auditor to provide to the Corporation and any consolidated subsidiary permitted non-audit services, which shall include approval in advance by the Audit Committee of all audit/review and permitted non-audit services to be provided by the shareholders’ auditor to the Corporation and any consolidated subsidiary. |
| 4. |
Delegate, if deemed appropriate, authority to the Chief Financial Officer to grant pre-approvals of audit, review and permitted non-audit services, provided that any such approvals shall be presented to the Audit Committee at its next scheduled meeting. |
| 5. |
Establish policies for the hiring of partners, employees and former partners and employees of the shareholders’ auditor. |
| 6. |
At least annually, consider, assess, and report to the Board of Directors on: |
| a. |
the independence, objectivity and professional skepticism of the shareholders’ auditor, including that the shareholders’ auditor’s performance of permitted non-audit services does not impair the shareholders’ auditor’s independence; |
| b. |
obtaining from the shareholders’ auditor a written statement (i) delineating all relationships between the shareholders’ auditor and the Corporation; (ii) assuring that lead audit partner rotation is carried out, as required by law; and (iii) delineating any other relationships that may adversely affect the independence of the shareholders’ auditor; |
| c. |
the quality of the engagement team including the evaluation of the lead audit partner, taking into account the opinions of management and internal audit; and |
| d. |
the quality of the communications and interactions with the external auditor. |
| 7. |
At least annually, obtain and review a report by the shareholders’ auditor describing: |
| a. |
the shareholders’ auditor’s internal quality-control procedures; |
| b. |
any material issues raised by the most recent internal quality-control review, or peer review of the shareholders’ auditor firm, or by any inquiry or investigation by governmental or professional authorities, issued in the reporting year, respecting one or more independent audits carried out by the shareholders’ auditor firm in Canada and the United States, limited to the Public Company Accounting Oversight Board, and any steps taken to deal with any such issues. |
| 8. |
At least every 5 years, unless the annual assessment indicates otherwise, conduct a comprehensive review of the shareholders’ auditor focussing on the firm and report to the Board of Directors on: |
| a. |
the independence, objectivity and professional skepticism of the shareholders’ auditor; |
| b. |
the quality of the engagement team; and |
| c. |
the quality of communications and interactions with the shareholders’ auditor. |
| 9. |
Resolve any disagreement between management and the shareholders’ auditor regarding financial reporting. |
| 10. |
Review the annual audit plan with the shareholders’ auditor. |
| 11. |
Meet periodically with the shareholders’ auditor in the absence of management and internal audit. |
| C. |
Oversight of Internal Audit |
| 1. |
Review and discuss with the head of internal audit, report and, where appropriate, provide recommendations to the Board of Directors on the following: |
| a. |
the appointment and mandate of internal audit, including the responsibilities, budget and staffing of internal audit; |
| b. |
discuss with the head of internal audit the scope and performance of internal audit, including a review of the annual internal audit plan, and whether there are any restrictions or limitations on internal audit; and |
| c. |
obtain periodic reports from the head of internal audit regarding internal audit findings, including those related to the Corporation’s internal controls, and the Corporation’s progress in remedying any audit findings. |
| 2. |
Meet periodically with the head of internal audit in the absence of management and the shareholders’ auditor. |
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14 Schedule 2 – Audit Committee charter
| D. |
Oversight of the Corporation’s Internal Control System |
| 1. |
Review and discuss with management, the shareholders’ auditor and internal audit, monitor, report and, where appropriate, provide recommendations to the Board of Directors on the following: |
| a. |
the Corporation’s systems of internal controls over financial reporting; |
| b. |
compliance with the policies and practices of the Corporation relating to business ethics and code of conduct; |
| c. |
compliance by Directors, Officers and other management personnel with the Corporation’s Disclosure Policy; and |
| d. |
the relationship of the Audit Committee with other committees of the Board of Directors, management and the Corporation’s consolidated subsidiaries’ audit committees. |
| 2. |
Review and discuss with the Chief Executive Officer and Chief Financial Officer of the Corporation the process for the certifications to be provided in the Corporation’s public disclosure documents. |
| 3. |
Review, monitor, report, and, where appropriate, provide recommendations to the Board of Directors on the Corporation’s disclosure controls and procedures. |
| 4. |
Establish procedures for the receipt, retention, and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, including procedures for confidential, anonymous submissions by employees regarding questionable accounting or auditing matters. |
| 5. |
Meet periodically with management in the absence of the shareholders’ auditor and internal audit. |
| E. |
Oversight of the Corporation’s Financial Reporting Risks |
| 1. |
Review, monitor, report and, where appropriate, provide recommendations to the Board of Directors on the Corporation’s processes for identifying, assessing, mitigating, remedying and, where required, reporting major risk exposures as it relates to financial reporting. |
| F. |
Journalistic Independence |
| 1. |
Consider and approve, on recommendation from the Chief Executive Officer, the appointment and termination of the President, CTV News. |
| 2. |
At least annually, obtain and review a report by the President, CTV News regarding compliance with the Corporation’s Journalistic Independence Policy. |
| G. |
Compliance with Legal Requirements |
| 1. |
Review and discuss with management, the shareholders’ auditor and internal audit, monitor, report and, when appropriate, provide recommendation to the Board of Directors on the adequacy of the Corporation’s process for complying with laws and regulations. |
| 2. |
Receive, on a periodic basis, reports from the Corporation’s Chief Legal Officer, with respect to the Corporation’s pending or threatened material litigation. |
| III. |
Evaluation of the Audit Committee and Report to Board of Directors |
| A. |
The Audit Committee shall evaluate and review with the Corporate Governance Committee of the Board of Directors, on an annual basis, the performance of the Audit Committee. |
| B. |
The Audit Committee shall review and discuss with the Corporate Governance Committee of the Board of Directors, on an annual basis, the adequacy of the Audit Committee charter. |
| C. |
The Audit Committee shall report to the Board of Directors periodically on the Audit Committee’s activities. |
| IV. |
Outside Advisors |
The Audit Committee shall have the authority to engage outside counsel and other outside advisors as it deems appropriate to assist the Audit Committee in the performance of its functions. The Corporation shall provide appropriate funding for such advisors as determined by the Audit Committee.
| V. |
Membership |
The Audit Committee shall consist of such number of directors, in no event to be less than three, as the Board of Directors may from time to time by resolution determine. The members of the Audit Committee shall meet the independence, experience and other membership requirements under applicable laws, rules and regulations as determined by the Board of Directors.
| VI. |
Audit Committee Chair |
The Chair of the Audit Committee shall be appointed by the Board of Directors. The Chair of the Audit Committee leads the Audit Committee in all aspects of its work and is responsible to effectively manage the affairs of the Audit Committee and ensure that it is properly organized and functions efficiently. More specifically, the Chair of the Audit Committee shall:
| A. |
Provide leadership to enable the Audit Committee to act effectively in carrying out its duties and responsibilities as described elsewhere in this charter and as otherwise may be appropriate; |
| B. |
In consultation with the Board Chair and the Chief Executive Officer, ensure that there is an effective relationship between management and the members of the Audit Committee; |
| C. |
Chair meetings of the Audit Committee; |
| D. |
In consultation with the Chief Executive Officer, the Corporate Secretary’s Office and the Board Chair, determine the frequency, dates and locations of meetings of the Audit Committee; |
| E. |
In consultation with the Chief Executive Officer, the Chief Financial Officer, the Corporate Secretary’s Office and, as required, other Officers, review the annual work plan and the meeting agendas to ensure all required business is brought before the Audit Committee to enable it to efficiently carry out its duties and responsibilities; |
| F. |
Ensure, in consultation with the Board Chair, that all items requiring the Audit Committee’s approval are appropriately tabled; |
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14 Schedule 2 – Audit Committee charter
| G. |
Ensure the proper flow of information to the Audit Committee and review, with the Chief Executive Officer, the Chief Financial Officer, the Corporate Secretary’s Office and, as required, other Officers, the adequacy and timing of materials in support of management’s proposals; |
| H. |
Report to the Board of Directors on the matters reviewed by, and on any decisions or recommendations of, the Audit Committee at the next meeting of the Board of Directors following any meeting of the Audit Committee; and |
| I. |
Carry out any special assignments or any functions as requested by the Board of Directors. |
| VII. |
Term |
The members of the Audit Committee shall be appointed or changed by resolution of the Board of Directors to hold office from the time of their appointment until the next annual general meeting of the shareholders or until their successors are so appointed.
| VIII. |
Procedures for Meetings |
The Audit Committee shall fix its own procedure at meetings and for the calling of meetings. The Audit Committee shall meet separately in executive session in the absence of management, internal audit and the shareholders’ auditor, at each regularly scheduled meeting.
| IX. |
Quorum and Voting |
Unless otherwise determined from time to time by resolution of the Board of Directors, two members of the Audit Committee shall constitute a quorum for the transaction of business at a meeting. For any meeting(s) at which the Audit Committee Chair is absent, the Chair of the meeting shall be the person present who shall be decided upon by all members present. At a meeting, any question shall be decided by a majority of the votes cast by members of the Audit Committee, except where only two members are present, in which case any question shall be decided unanimously.
| X. |
Secretary |
Unless otherwise determined by resolution of the Board of Directors, the Corporate Secretary of the Corporation or his/her delegate shall be the Secretary of the Audit Committee.
| XI. |
Vacancies |
Vacancies at any time occurring shall be filled by resolution of the Board of Directors.
| XII. |
Records |
The Audit Committee shall keep such records as it may deem necessary of its proceedings and shall report regularly its activities and recommendations to the Board of Directors as appropriate.
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