40-F 1 y69599e40vf.txt FORM 40-F ================================================================================ U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 40-F ---------------------- [ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: August 31, 2004 Commission File Number: 1-14148 ----------------- CANWEST GLOBAL COMMUNICATIONS CORP. (Exact name of Registrant as specified in its charter) ------------- CANADA 4833 NOT APPLICABLE (Province or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Classification Identification No.) incorporation or organization) Code Number) 3100 TD CENTRE KAYE SCHOLER LLP 201 PORTAGE AVENUE 425 PARK AVENUE WINNIPEG, MANITOBA NEW YORK, NEW YORK 10022 CANADA R3B 3L7 (212) 836-8000 (204) 956-2025 (Name, address (including zip code) (Address and telephone number of and telephone number (including area Registrant's principal executive code) of agent for service in the offices) United States) ------------------ SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT.
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED ------------------- ----------------------------------------- Non-Voting Shares The New York Stock Exchange, Inc. The Toronto Stock Exchange
----------------------- SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT. NONE. ----------------------- SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO SECTION 15(d) OF THE ACT. NONE. ------------------------ FOR ANNUAL REPORTS, INDICATE BY CHECK MARK THE INFORMATION FILED WITH THIS FORM: [X] Annual information form [X] Audited annual financial statements ------------------------ Indicate the number of outstanding shares of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report. 98,667,438 Subordinate Voting Shares outstanding 76,785,976 Multiple Voting Shares outstanding 1,825,718 Non-Voting Shares outstanding ------------------------ Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange Act"). If "Yes" is marked, indicate the filing number assigned to the Registrant in connection with such Rule. Yes [ ] No [X] ------------------------ Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] ================================================================================ CANWEST GLOBAL COMMUNICATION CORP. REGISTRATION STATEMENT ON FORM 40-F DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS In accordance with General Instruction B (3) of Form 40-F, the Registrant hereby files Exhibit 1 and Exhibit 2 as set forth in the Exhibit Index hereto. In accordance with General Instruction B (6)(a)(1) of Form 40-F, the Registrant hereby files Exhibit 5 and Exhibit 6 as set forth in the Exhibit Index hereto. In accordance with General Instruction B (6)(a)(2) of Form 40-F, the Registrant hereby files Exhibit 7 and Exhibit 8 as set forth in the Exhibit Index hereto. In accordance with General Instruction D (9) of Form 40-F, the Registrant hereby files Exhibit 9 as set forth in the Exhibit Index hereto. Disclosure Controls and Procedures The Company's Chief Executive Officer and Chief Financial Officer conducted an examination of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of the end of the period covered by this annual report, the design and operation of the Company's disclosure controls and procedures were effective in ensuring that information required to be disclosed is accumulated and communicated to us to allow timely decisions regarding required disclosure, and that information required to be disclosed is recorded, processed, summarized and reported as and when required. There have been no changes in the Company's internal control over financial reporting which are reasonably likely to materially affect our ability to record, process, summarize and report financial information. AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT The Registrant has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act, and has determined that Ms. Jalynn Bennett, Dr. Lloyd I. Barber and Mr. David J. Drybrough, members of the audit committee, are audit committee financial experts who are independent, as that term is defined in the Toronto Stock Exchange listing standards. CODE OF ETHICS In accordance with section 406 of the Sarbanes Oxley Act of 2002, and pursuant to item 9(a) of Form 40-F, the Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of the Registrant's code of ethics is filed as Exhibit 4 hereto and is incorporated herein by reference. PRINCIPAL ACCOUNTANT FEES AND SERVICES For the years ended August 31, 2004 and August 31, 2003, the audit committee approved fees to PricewaterhouseCoopers LLP and its affiliates as follows: 2004 2003 ---- ---- $ 000's $ 000's Audit Fees .................. 3,655.0 1,950.0 Audit-Related Fees .......... 279.9 936.0 Tax Fees .................... 426.8 251.0 ------- ------- $4,361.7 $3,317.0 A copy of the audit committee's preapproval policy is filed as Exhibit 9 hereto and is incorporated herein by reference. All services provided by the principal accountant for the periods noted above were preapproved by the audit committee CONTRACTUAL OBLIGATIONS The disclosure provided on page 23 of Exhibit 2 under the heading Contractual Obligations and Commitments is incorporated herein by reference. OFF BALANCE SHEET ARRANGEMENTS In connection with the disposition of assets, the Company has provided customary representations and warranties that range in duration. In addition, as is customary, the Company has agreed to indemnify the buyers of certain assets in respect of certain liabilities pertaining to events occurring prior to the respective sales relating to taxation, environmental, litigation and other matters. The Company is unable to estimate the maximum potential liability for these indemnifications as the underlying agreements often do not specify a maximum amount and the amounts are dependent upon the outcome of future contingent events, the nature and likelihood of which cannot be determined. UNDERTAKING AND CONSENT TO SERVICE OF PROCESS UNDERTAKING Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities. CONSENT TO SERVICE OF PROCESS Registrant filed an Appointment of Agent for Service of Process on Form F-X concurrently with the filing of its Registration Statement on Form F-10 on June 4, 1996. SIGNATURES Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized. CANWEST GLOBAL COMMUNICATIONS CORP. Date: December 23, 2004 By: /s/ JOHN E. MAGUIRE ------------------- John E. Maguire Chief Financial Officer EXHIBIT INDEX
Exhibit Number Description ------ ----------- 1. Annual Information Form for the year ended August 31, 2004 2. Management's Discussion and Analysis for the fiscal year ended August 31, 2004 and audited consolidated financial statements and the notes thereto for the fiscal years ended August 31, 2004 and 2003, together with the report of the auditors thereon 3. Management Information Circular 4. Code of Ethics 5. Certifications required by Rule 13a-14(a) or Rule 15d-14(a) 6. Certifications required by Rule 13a-14(a) or Rule 15d-14(a) 7. Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 8. Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 9. Audit Committee Non Audit Services Pre-approval Policy 10. Consent of PricewaterhouseCoopers LLP