UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
8585 Côte-de-Liesse, Saint-Laurent, Québec,
H4T 1G6
514-341-6780
(Address and Telephone
Number of Registrants principal executive office)
CT Corporation System, 111 Eighth
Avenue, 13th Floor, New York, NY 10011 (212) 894-8700
(Name, Address and Telephone
Number of Agent for Service in the 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 | |
Common Shares, | New York Stock Exchange |
including associated Common Share | |
purchase rights pursuant to the Registrants | |
Shareholder Rights Plan, which purchase rights | |
will trade together with the Common Shares | |
Securities registered or to be registered pursuant to Section 12(g) of the Act: | none |
DISCLOSURE CONTROLS AND PROCEDURES
Disclosure controls and procedures are designed to ensure that information required to be disclosed by CAE Inc. (CAE) in reports filed with securities regulatory agencies is recorded, processed, summarized and reported on a timely basis and is accumulated and communicated to CAEs management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
Internal control over financial reporting are procedures designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use, and transactions are properly recorded and reported. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance with respect to the reliability of financial reporting and financial statement preparation. Accordingly, CAEs management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that CAEs internal control over financial reporting will prevent or detect all error and all fraud.
There has been no change in CAEs internal control over financial reporting during the year ended March 31, 2006 that materially affected, or that is reasonably likely to materially affect, CAEs internal control over financial reporting.
CAE will continue to periodically review its disclosure controls and procedures and internal control over financial reporting and may make modifications from time to time as considered necessary or desirable. CAE is reviewing its existing internal control over financial reporting in preparation for the reporting and attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 becoming effective. In connection with such review, modifications were made to CAEs disclosure controls and procedures and internal control over financial reporting and further modifications will, as appropriate, be made to CAEs disclosure controls and procedures or internal control over financial reporting in the future.
AUDIT COMMITTEE FINANCIAL EXPERT
CAEs board of directors has determined that it has at least one audit committee financial expert serving on its audit committee. The board of directors has determined that Mr. James F. Hankinson is an audit committee financial expert and is independent, as that term is defined by the New York Stock Exchanges corporate governance standards applicable to CAE.
The Securities and Exchange Commission (the 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.
CODE OF ETHICS
CAE has a code of ethics entitled, Code of Business Conduct. The Code of Business Conduct applies to all officers and employees of CAE, including CAEs principal executive officer, principal financial officer, principal accounting officer, agents, representatives, contractors, suppliers and consultants. The Code of Business Conduct is available at CAEs Internet website, www.cae.com, in the About CAE - Corporate Governance section. Amendments to the Code of Business Conduct and waivers, if any, for executive officers will be disclosed on CAEs website.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following PricewaterhouseCoopers LLP aggregate fees were billed to CAE in each of the years ended March 31, 2006 and 2005 for professional services rendered to CAE:
Fees | 2006 | 2005 | ||
(amounts in CAD$ millions) | ||||
Audit Fees1 | $ | 2.3 | $ | 2.3 |
Audit-Related Fees2 | 0.3 | 0.7 | ||
Tax Fees3 | 0.6 | 0.3 | ||
| ||||
Total | $ | 3.2 | $ | 3.3 |
|
1 Audit fees are comprised of fees billed for professional services for the audit of CAEs annual financial statements and services that are normally provided by PWC in connection with statutory and regulatory filings.
2 Audit-related fees are comprised of fees relating to work performed in connection with CAEs divestitures. 3 Tax fees are related to tax compliance support.
AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
CAEs Audit Committee has adopted a pre-approval policy with respect to permitted non-audit services. Under this policy, subject to certain conditions, specified audit-related services, tax compliance, audit services and tax services may be presented to the Audit Committee for pre-approval as a category of services on an annual or project basis. On a quarterly basis, management of CAE is required to update the Audit Committee in respect of the actual amount of fees in comparison to the pre-approved estimate. All non-audit services not otherwise pre-approved by the Audit Committee must be pre-approved by the Audit Committee on an individual basis. Non-audit services may be approved by the Chairman of the Audit Committee, provided that any such pre-approval is reported to the full Audit Committee at its next meeting. None of the services described above under the captions Audit-Related Fees or Tax Fees were approved pursuant by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET
ARRANGEMENTS
The disclosure provided under sections 12.9 and 12.10 on pages 54-55 of Exhibit 3, Managements Discussion and Analysis, is incorporated by reference herein.
CONTRACTUAL OBLIGATIONS
The disclosure provided under section 11.3 Contractual Obligations on page 53 of Exhibit 3, Managements Discussion and Analysis, is incorporated by reference herein.
IDENTIFICATION OF THE AUDIT COMMITTEE
CAEs Audit Committee is, as of the date hereof, comprised of the following directors: John A. Craig, Paul Gagné, James F. Hankinson and James W. McCutcheon. CAE has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. | Undertaking |
CAE Inc. (the 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 in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities. | |
B. | Consent to Service of Process |
The Registrant has previously filed with the Commission a Form F-X in connection with the Common Shares, including the associated Common Share purchase rights pursuant to the Registrants Shareholder Rights Plan, which purchase rights trade together with the Common Shares. | |
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.
Date: June 28, 2006
CAE INC.
By: /s/
Hartland Paterson
Name: | Hartland J. A. Paterson |
Title: | Vice President, Legal, General |
Counsel and Corporate Secretary |
EXHIBIT INDEX
Exhibit No. | Description |
1 | Annual Information Form dated June 28, 2006 |
2 | Audited annual financial statements for the fiscal |
year ended March 31, 2006 | |
3 | Managements Discussion and Analysis for the year |
ended March 31, 2006 | |
4 | Consent of PricewaterhouseCoopers LLP |
5 | Certificate of Robert E. Brown required by Rule |
13a-14(a) or Rule 15d-14(a), pursuant to Section | |
302 of Sarbanes-Oxley Act of 2002 | |
6 | Certificate of Alain Raquepas required by Rule 13a- |
14(a) or Rule 15d-14(a), pursuant to Section 302 of | |
Sarbanes-Oxley Act of 2002 | |
7 | Certificate of Robert E. Brown pursuant to 18 |
U.S.C. Section 1350, as enacted pursuant to Section | |
906 of Sarbanes-Oxley Act of 2002 | |
8 | Certificate of Alain Raquepas pursuant to 18 U.S.C. |
Section 1350, as enacted pursuant to Section 906 of | |
Sarbanes-Oxley Act of 2002 | |
9 | Notice and Proxy Informational Circular dated May |
17, 2006 (incorporated by reference to CAEs Form | |
6-K (commission file no. 1-31402) furnished to the | |
Commission on May 31, 2006) |