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
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.
| 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) | |||||||||
|
| ||||||||||
| 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
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.
2 | BCE INC. 2020 ANNUAL INFORMATION FORM
1 Caution regarding forward-looking statements
BCE INC. 2020 ANNUAL INFORMATION FORM | 3
2 Corporate structure
| 2 | Corporate structure |
| 2.1 | Incorporation and registered office |
| 2.2 | Subsidiaries |
| SUBSIDIARY | |
PERCENTAGE OF VOTING SECURITIES HELD BY BCE INC. AT DECEMBER 31, 2020 |
(1) | |
| 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
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.
| 3.1 | General summary |
BCE INC. 2020 ANNUAL INFORMATION FORM | 5
3 Description of our business
BCE INC. 2020 ANNUAL INFORMATION FORM | 7
3 Description of our business
8 | BCE INC. 2020 ANNUAL INFORMATION FORM
3 Description of our business
BCE INC. 2020 ANNUAL INFORMATION FORM | 9
3 Description of our business
12 | BCE INC. 2020 ANNUAL INFORMATION FORM
3 Description of our business
BCE INC. 2020 ANNUAL INFORMATION FORM | 13
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. | ||
BCE INC. 2020 ANNUAL INFORMATION FORM | 17
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 INC. 2020 ANNUAL INFORMATION FORM | 19
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 | |||
20 | BCE INC. 2020 ANNUAL INFORMATION FORM
5 Our capital structure
| 5.3 | Credit ratings |
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
5 Our capital structure
22 | BCE INC. 2020 ANNUAL INFORMATION FORM
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
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
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
6 Dividends and dividend payout policy
| 6 | Dividends and dividend payout policy |
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
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
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 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
8 Legal proceedings
30 | BCE INC. 2020 ANNUAL INFORMATION FORM
8 Legal proceedings
BCE INC. 2020 ANNUAL INFORMATION FORM | 31
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
13 Schedule 1 – Audit Committee information
| 13 | Schedule 1 – Audit Committee information |
| 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
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. | |
34 | BCE INC. 2020 ANNUAL INFORMATION FORM
13 Schedule 1 – Audit Committee information
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14 Schedule 2 – Audit Committee charter
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14 Schedule 2 – Audit Committee charter
38 | BCE INC. 2020 ANNUAL INFORMATION FORM
14 Schedule 2 – Audit Committee charter
BCE INC. 2020 ANNUAL INFORMATION FORM | 39
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