Stantec - 40-F annual report

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     December 31, 2009                                

Commission File Number:  001-32562

 

 

 

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

 

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

For annual reports, indicate by check mark the information filed with this Form:

 

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.

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 file number assigned to the Registrant in connection with such Rule.

 

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.

 

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

 

 

 

The disclosure provided under “Controls and Procedures” on page M-62 of Exhibit 2, Management’s Discussion and Analysis, is incorporated by reference herein.

 

 

 

The disclosure provided under “Management Report” on page F-1 of Exhibit 3 and is incorporated by reference herein.

 

 

 

The disclosure provided under “Independent Auditors’ Report on Internal Controls” on page F-3 of Exhibit 3 and is incorporated by reference herein.

 

 

 

The disclosure provided under “Controls and Procedures” on page M-62 of Exhibit 2, Management’s Discussion and Analysis, is incorporated by reference herein.

 

 

 

On December 31, 2009, Stantec’s audit committee was made up of the following three members:  Ivor M. Ruste (Chair), Susan E. Hartman, and David L. Emerson.

 

 

 

Stantec’s Board of Directors has determined that it has two audit committee financial experts serving on its audit committee.  Ivor M. Ruste and David L. Emerson are each an audit committee financial expert (as such term is defined in the rules and regulations of the Securities Exchange Commission) and is independent, as that term is defined by the New York Stock Exchange’s corporate governance standards applicable to Stantec.  The Securities and Exchange Commission has indicated that the designation of a person as an audit committee financial expert does not impose on such person any duties, obligations or liability that are greater than those imposed on such person as a member of the audit committee and the Board of Directors in the absence of such designation and does not affect the duties, obligations or liability of any other member of the audit committee or Board of Directors.

 

 

 

Stantec has adopted a code of ethics, entitled “Stantec Code of Ethics”.  The Code of Ethics applies to all directors, officers and employees of Stantec, including Stantec’s principal executive officer, principal financial officer and principal accounting officer.  Stantec’s Board of Directors, through its corporate governance and compensation committee, reviews the operation of the Code of Ethics and any waivers thereof.  The Code of Ethics is reviewed at least annually to ensure that it complies with all legal requirements and is in alignment with best practices.  In the event that amendments are needed, recommendations are made to the corporate governance and compensation committee and the Board of Directors for approval.  The Code of Ethics is available on Stantec’s website (www.stantec.com) under the “About – Governance” section and is available in print to any shareholder upon written request to the Secretary of Stantec.

The Board of Directors has also adopted whistleblower procedures which allow officers and employees who feel that a violation of the Code of Ethics has occurred to report this violation on a confidential and anonymous basis.  The procedures allow concerns regarding accounting, internal accounting controls or auditing matters to be reported on a confidential and anonymous basis as well.

 

 

The disclosure provided under “External Auditor Service Fees” on page 14 of Exhibit 1, Annual Information Form, is incorporated by reference herein.

 

 

 

The disclosure provided under “Preapproval Policy” on page 14 of Exhibit 1, Annual Information Form, is incorporated by reference herein.

 

 

 

The disclosure provided under “Off-Balance Sheet Arrangements” on page M-35 of Exhibit 2, Management’s Discussion and Analysis, is incorporated by reference herein.

 

 

 

The disclosure provided under “Contractual Obligations” on page M-34 of Exhibit 2, Management’s Discussion and Analysis, is incorporated by reference herein.

 

 

 

 

Stantec 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.

 

 

Stantec has previously filed with the Commission a Form F-X in connection with the Common Shares.

 

 

 

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.

Date:  February 25, 2010