Audit-related fees for fiscal 2021 relate to assurance services in respect of an environmental and regulatory report and for fiscal 2020 relate to services performed in conjunction with senior note and securities offerings and assurance services in respect of an environmental and regulatory report. The tax fees for fiscal 2021 relate to tax advisory services on the proposed transaction with Rogers Communications Inc. and general tax advisory services and for fiscal 2020 relate to general tax advisory services.
The Audit Committee considered and agreed that the above fees are compatible with maintaining the independence of the Company’s auditors. Further, the Audit Committee determined that, in order to ensure the continued independence of the auditors, only limited
non-audit
services will be provided to the Company by Ernst & Young LLP and in such case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has been delegated authority to approve the retainer of Ernst & Young LLP to provide
non-audit
services in extraordinary circumstances where it is not feasible or practical to convene a meeting of the Audit Committee, subject to an aggregate limit of $150,000 in fees payable to Ernst & Young LLP for such services at any time until it is ratified by the Audit Committee. The Chair of the Audit Committee is required to report any such services approved by him to the Audit Committee at its next regularly scheduled quarterly meeting.
For the fiscal year ended August 31, 2021, none of the services described above were approved by the Audit Committee pursuant to the “
exception” set forth in Rule
2-01,
paragraph (c)(7)(i)(C) of Regulation
S-X.
The Company has adopted a code of ethics (the “Business Conduct Standards”) that applies to all employees and officers, including its Chief Executive Officer, Chief Financial Officer, principal accounting officer and persons performing similar functions. A copy of the Business Conduct Standards, as amended, is available on the Company’s website. To access the Business Conduct Standards, visit the Company’s website at
www.shaw.ca
and select “Investor Relations”, then select “Corporate Governance” and then select “Business Conduct Standards”. Except for the Business Conduct Standards, no information contained on the Company’s website shall be incorporated by reference in this Form
40-F.
OFF-BALANCE
SHEET ARRANGEMENTS
The Company has no
off-balance
sheet arrangements as defined in General Instruction B(11) to Form
40-F.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
See page 70 of Exhibit 1.
COMPLIANCE WITH NYSE GOVERNANCE LISTING STANDARDS
A summary of significant ways corporate governance practices followed by the Company differ from the corporate governance practices required to be followed by U.S. companies under the New York Stock Exchange’s listing standards (disclosure required by Section 303A.11 of the NYSE Listed Company Manual) is available on the Company’s website. To access the summary, visit the Company’s website at
www.shaw.ca
and select “Investor Relations”, then select “Corporate Governance” and then select “Compliance with NYSE Corporate Governance Listing Standards”.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The Company 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.
The Company has previously filed a Form
F-X
in connection with each class of securities to which the obligation to file this Form
40-F
arises. Any change to the name and address of the agent for service of process shall be communicated promptly to the Commission by amendment to Form
F-X.