BRP (Bombardier Recreational Products) - 40-F annual report 2022

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(Exact name of Registrant as specified in its charter)

 

 

(Translation of Registrant’s name into English (if applicable))

 

 

(Province or other jurisdiction of incorporation or organization)

 

 

(Primary Standard Industrial Classification Code Number (if applicable))

 

 

(I.R.S. Employer Identification Number (if applicable))

 

 

(Address and telephone number of Registrant’s principal executive offices)

 

 

(Name, address (including zip code) and telephone number

(including area code) of agent for service in the United States)

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.

 

 

(Title of Class)

 

 

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

 

 

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

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.

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S-T

12b-2

Emerging growth company [ ]

The following documents have been filed as part of this Annual Report on Form

The Registrant’s audited annual consolidated financial statements for the year ended January 31, 2022, including the report of the independent registered public accounting firm with respect thereto, are attached as Exhibit 99.2 to this Annual Report on Form and are incorporated by reference herein.

The Registrant’s Management’s Discussion and Analysis for the year ended January 31, 2022 is attached as Exhibit 99.3 to this Annual Report on Form and is incorporated by reference herein.

The Company’s President and Chief Executive Officer and the Chief Financial Officer are responsible for establishing and maintaining the Company’s disclosure controls and procedures as well as its internal control over financial reporting, as those terms are defined in National Instrument – Certification of Disclosure in Issuers’ Annual and Interim Filings of the Canadian securities regulatory authorities and Rule and Rule under the U.S. Securities Exchange Act of 1934, as amended.

As previously disclosed in “Item 15 — Internal Control Over Financial Reporting” in the Company’s Annual Report on Form for the year ended January 31, 2021, in connection with its assessment for the fiscal year ended January 31, 2021, the Company’s management identified the following deficiencies in its internal control over financial reporting that existed as of January 31, 2021. Management had determined that it did not design and maintain effective information technology general controls (ITGCs) in the areas of user access security, system change management and job processing for certain information technology (IT) systems that support the Company’s financial reporting processes. Management concluded these deficiencies in aggregate resulted in a material weakness. As a result, automated controls and manual controls that were dependent on the completeness and accuracy of information derived from the affected IT systems were ineffective because they could have been adversely impacted.

The attestation report of Deloitte LLP on management’s internal control over financial reporting is filed as Exhibit 99.2 to this annual report on Form and is incorporated herein by reference.

The Registrant’s board of directors (the “Board of Directors”) has determined that it has at least one audit committee financial expert (as such term is defined in item 8(a) of General Instruction B to Form serving on its audit committee (the “Audit Committee”). Michael Hanley has been determined by the Board of Directors to be such audit committee financial expert and is independent (as such term is defined by the Nasdaq Stock Market’s corporate governance standards applicable to the Registrant).

Mr. Hanley is a corporate director with over 25 years of experience in senior management roles and corporate governance. He is the Lead Director on the board of directors of Nuvei Corporation and is the Chair of its Audit Committee as well as a member of its Governance Human Resources and Compensation Committee. He is a member of the board of directors of LyondellBasell Industries N.V. and chairs its Audit Committee in addition to being a member of its Health, Safety, Environment and Sustainability Committee. In addition, he is a member of the board of directors of ExCell Thera Inc. He was on the board of directors and on the Audit Committee of ShawCor Ltd. from 2015 until May 2021 as well as on the board of directors, the Audit Committee and the Human Resources and Compensation Committee of Industrial Alliance Insurance and Financial Services Inc. from 2015 to 2019. He also served on the board of directors and the Audit Committee of Le Groupe Jean Coutu (PJC) Inc. from 2016 until the company was acquired by Metro Inc. in 2018. Prior to that, Mr. Hanley held senior management positions for several years at various companies. He was Senior Vice-President, Operations and Strategic Initiatives at National Bank of Canada. He also held a number of positions at Alcan Inc., including Executive Vice-President and Chief Financial Officer, and President and CEO of the Global Bauxite and Alumina business group. He was also Chief Financial Officer of two Canadian public companies, namely Gaz Métro (now Énergir) and Paperboard Inc. Mr. Hanley is a chartered professional accountant and has been a member of the (CPA) since 1987.

The Registrant has adopted a Code of Ethics and Conduct that applies to all directors, officers and employees of the Registrant and its subsidiaries. A copy of the Code of Ethics can be obtained, free of charge, on the Registrant’s website (www.brp.com) or by contacting the Registrant at (450)

The Registrant’s Audit Committee is responsible for of all audit services and permitted services provided to the Registrant or its subsidiaries by Deloitte LLP. The Audit Committee has delegated to the Chair of the Audit Committee, who is independent, the authority to act on behalf of the Audit Committee with respect to the of all audit and permitted services provided by its external auditors from time to time. Any approvals by the Chair are reported to the full Audit Committee at its next meeting. All of the services described in footnotes 2, 3 and 4 under “Principal Accountant Fees and Services” above were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule of Regulation

The Registrant is a “foreign private issuer” as defined in Rule under the Exchange Act and its Subordinate Voting Shares are listed on the Toronto Stock Exchange (“TSX”) and The Nasdaq Global Select Market (“Nasdaq”). Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer to follow its home country practices in lieu of certain requirements in the Nasdaq Listing Rules. The following is a summary of the significant ways in which the Registrant’s corporate governance practices differ from those required to be followed by U.S. domestic issuers under Nasdaq’s corporate governance standards. In addition, the Registrant is currently a “controlled company” as defined in the Nasdaq Listing Rules. Upon ceasing to be a “controlled company”, as a foreign private issuer, the Registrant intends to continue to follow Canadian corporate governance practices and TSX rules in lieu of the corporate governance requirements of Nasdaq. Except as described below, the Registrant is in compliance with the Nasdaq corporate governance standards in all significant respects.

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form the securities in relation to which the obligation to file an annual report on Form arises, or transactions in said securities.

The Registrant has previously filed with the SEC an Appointment of Agent for Service of Process and Undertaking on Form in connection with its Subordinate Voting Shares.

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.