claude40f.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 40-F
(Check One)
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Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934 |
or
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Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 |
For fiscal year ended: December
31, 2009
Commission file number: 1-31956
(Exact name of registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
1040
(Primary standard industrial classification code number)
Not applicable
(I.R.S. employer identification number)
224 4th Avenue South, Suite 200
Saskatoon, Saskatchewan
S7K 5M5 Canada
(306) 668-7505
(Address and telephone number of registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue, 13th Floor
New York, NY 10011
(212) 894-8700
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class:
Name of each exchange on which registered:
Common Shares NYSE
Amex
Securities registered or to be registered pursuant to Section 12(g) of the Act:
Not Applicable
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
Not Applicable
For annual reports, indicate by check mark the information filed with this form:
þ Annual Information Form þ Audited
Annual Financial Statements
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:
Common Shares
118,478,686
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13(d) or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant has been required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.
Yes þ No ¨
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).
Yes ¨ No o
DISCLOSURE CONTROLS AND PROCEDURES
Claude Resources Inc. (the “Registrant”) maintains disclosure controls and procedures designed to ensure that information required to be disclosed in the Registrant’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within
the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”). The Registrant’s Chief Executive Officer and Chief Financial Officer, after having evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this report have concluded that, as of such date, the design and operation of the Registrant’s
disclosure controls and procedures were effective. However, as recommended by the SEC in its adopting release, the Registrant will continue to periodically evaluate its disclosure controls and procedures and will make modifications from time to time as deemed necessary to ensure that information is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
The Registrant’s management, including the Chief Executive Officer and Chief Financial Officer, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute,
assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Registrant have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Registrant’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
The Registrant’s internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Registrant’s assets; (2) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Registrant’s receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Registrant’s assets that could have a material effect on the financial statements.
Under the supervision and with the participation of the Registrant’s President and Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of the Registrant’s internal control over financial reporting, as of the end of the period covered by this annual report, based on
the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that the Registrant’s internal control over financial reporting was effective as of the end of the period covered by this annual report.
KPMG LLP, the Registrant’s independent registered public accounting firm, audited the consolidated annual financial statements included as Exhibit 99.2 to this annual report on Form 40-F and has issued an attestation report on management’s assessment of the Registrant’s internal control over financial reporting, dated
March 26, 2010, included as Exhibit 99.10 hereto.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There was no change in the Registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, its internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant’s Board of Directors has determined that it has at least one audit committee financial expert (as such term is defined in the rules and regulations of the SEC) serving on its Audit Committee. Ronald J. Hicks has been determined to be such audit committee financial expert and is independent (as such term
is defined by the NYSE Amex corporate governance standards applicable to the Registrant).
The SEC has indicated that the designation of Ronald J. Hicks as an audit committee financial expert does not make him an “expert” for any purpose, impose on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member of the Audit Committee and the Board
of Directors in the absence of such designation, or affect the duties, obligations or liability of any other member of the Audit Committee or Board of Directors.
CODE OF ETHICS
The Registrant has adopted a Code of Ethics that applies to all directors, officers and employees of the Registrant. A copy of this Code of Ethics can be obtained, free of charge, by contacting the Registrant at (306) 668-7505.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets out the fees billed in Canadian dollars to the Registrant by KPMG LLP and its affiliates for professional services rendered in each of the years ended December 31, 2009 and 2008. During these years, KPMG LLP was our only external auditor.
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2009 |
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2008 |
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Audit Fees |
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$ |
275,000 |
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$ |
270,000 |
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Audit-Related Fees(1) |
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$ |
18,000 |
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$ |
46,500 |
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Tax Fees(2) |
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$ |
20,000 |
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$ |
18,000 |
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Total |
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$ |
313,000 |
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$ |
334,500 |
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(1) |
Audit-related fees are comprised of KPMG LLP services in respect of accounting consultations regarding financial accounting and reporting standards. |
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(2) |
Tax fees are comprised of KPMG LLP services in respect of tax compliance and tax planning. |
AUDIT COMMITTEE’S PRE-APPROVAL POLICIES AND PROCEDURES
The Registrant’s Audit Committee pre-approves all audit services and permitted non-audit services provided to the Registrant by KPMG 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 pre-approval
of audit and permitted non-audit services provided by its external auditors where the aggregate fees are estimated to be less than or equal to $20,000. Any approvals by the Chair are reported to the full Audit Committee at its next meeting. Services where the aggregate fees are estimated to be greater than $20,000 require full Audit Committee approval. None of the services described in footnotes 1 or 2 under “Principal Accountant Fees and Services” above were approved
by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
Please see the section entitled “Derivative Instruments and Hedging Activities” in the Registrant’s Management’s Discussion and Analysis from the 2009 Annual Report to Shareholders and Note 19 entitled “Financial Instruments” in the Registrant’s Audited Annual Financial Statements for the year
ended December 31, 2009 (both included as exhibits to this annual report on Form 40-F).
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
Please see the section entitled “Contractual Obligations” in the Registrant’s Management’s Discussion and Analysis from the 2009 Annual Report to Shareholders (included as an exhibit to this annual report on Form 40-F).
IDENTIFICATION OF THE AUDIT COMMITTEE
The Registrant has a separately-designated standing audit committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are Ronald J. Hicks, C.A., Ted J. Nieman and J. Robert Kowalishin.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
The 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 SEC 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.
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Consent to Service of Process |
The Registrant has previously filed with the SEC a Form F-X in connection 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.
CLAUDE RESOURCES INC.
Date: March 26, 2010 By: /s/ Neil
McMillan
Name: Neil McMillan
Title: President & Chief Executive Officer
EXHIBIT INDEX
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Exhibit No. |
Description |
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99.1 |
Annual Information Form dated March 26, 2010 |
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99.2 |
2009 Consolidated Audited Financial Statements |
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99.3 |
2009 Management’s Discussion and Analysis |
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99.4 |
Consent of Auditors |
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99.5 |
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 |
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99.6 |
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934 |
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99.7 |
Certification of Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
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99.8 |
Certification of Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350 |
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99.9 |
Consent of Experts |
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99.10 |
Report of Independent Registered Public Accounting Firm |
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99.11 |
Reconciliation to United States GAAP |