UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM 40-F
[Check one]
[ ]
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 endedDecember 31, 2007
Commission File Number 0-25542
_________________
DUNDEE CORPORATION
(Exact name of registrant as specified in its charter)
| | |
Province of Ontario, Canada
(Province or other jurisdiction of
incorporation or organization) | 6282
(Primary Standard
Industrial Classification
Code Number) | Not Applicable
(I.R.S. Employer
Identification No.
(if applicable)) |
1 Adelaide Street East, 28th Floor
Toronto, Ontario
Canada M5C 2V9
(416) 863-6990
(Address and telephone number of Registrant’s principal executive offices)
_________________
CT Corporation System
1015 15th Street, NW, Suite 1000
Washington, D.C.
20005
(202) 572-3100
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
_________________
copies to:
| |
Joanne Ferstman
Executive Vice President,
Chief Financial Officer and Corporate Secretary
1 Adelaide Street East, 28th Floor
Toronto, Ontario Canada M5C 2V9 | Ramandeep Grewal Stikeman Elliott LLP Barristers & Solicitors 5300 Commerce Court West
199 Bay Street
Toronto, Ontario Canada M5L 1B9 |
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 |
| | |
Not applicable | | Not applicable |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
|
Class A subordinate voting shares with no par value |
(Title of Class) |
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
|
Not applicable |
(Title of Class) |
For annual reports, indicate by check mark the information filed with this Form:
| |
[ X ] Annual information form | [X] 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.
|
72,443,840 Class A subordinate voting shares and 3,120,402 Class B common shares. |
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.
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TABLE OF CONTENTS
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
1
DISCLOSURE CONTROLS AND PROCEDURES
2
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
2
ATTESTATION REPORT OF THE PUBLIC ACCOUNTING FIRM
2
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
2
AUDIT COMMITTEE FINANCIAL EXPERT
3
CODE OF ETHICS
3
PRINCIPAL ACCOUNTANT FEES AND SERVICES
3
OFF-BALANCE SHEET ARRANGEMENTS
4
CONTRACTUAL OBLIGATIONS
4
UNDERTAKING
4
SIGNATURE
5
EXHIBIT INDEX
6
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This annual report on Form 40-F includes, and other public communications by Dundee Corporation, including other documents filed with the Canadian securities regulators, the SEC or stock exchanges may include, forward looking statements. All such statements are made pursuant to the “safe harbour” provisions of applicable Canadian and U.S. securities laws. Forward looking statements may include, but are not limited to statements about anticipated future events including comments with respect to our objectives and priorities for 2008 and beyond, strategies or further actions with respect to the Company, its products and services, business operations, financial performance and condition. Forward-looking statements are statements that are predictive in nature, depend upon or refer to future events or conditions or include words such as “expects”, “anticipates”, “intends”, 7;plans”, “believes”, “estimates” or similar expressions. Such statements are based on current expectations of management of the Company and inherently involve numerous risks and uncertainties, known and unknown, including economic factors and those affecting the financial services industry generally. The forward-looking information contained in this annual report on Form 40-F is presented for the purpose of assisting our shareholders in understanding our business and strategic priorities and objectives as at the periods indicated and may not be appropriate for other purposes.
The risks, uncertainties and other factors that may influence actual results are referenced in the Risk Factor section of the Company’s Annual Information Form attached as Exhibit 99.1 and in the section entitled “Managing Risk” in the Company’s Management’s Discussion and Analysis which is attached as Exhibit 99.3. Actual results may differ materially from the forward looking statements contained in this Annual Report on Form 40-F, depending upon, among other factors, general economic and market conditions, our ability to execute our strategic plans and meet financial obligations, the performance of the Company’s principal subsidiaries and the Company’s ability to raise additional capital; creating, attracting and retaining assets under management and assets under administration; competition faced by the Company; regulation of the Company’s businesses; risks associated with the Compa ny’s real estate and resources businesses, and the Company’s investment holdings in general including risks associated with oil and gas and mining exploration and development activities, environmental risks, inflation, changes in interest rates, commodity prices, and other financial exposures; maintenance of minimum regulatory capital requirements for certain of the Company’s subsidiaries; and the ability of the Company and its subsidiaries to attract and retain key personnel. The preceding list is not exhaustive of all possible risk factors that may influence actual results, and are identified based upon information available as of March 28, 2008.
Assumptions about the future performance of the Canadian and U.S. economies were material factors considered by management when setting the Company’s strategic priorities and objectives, and when determining our financial targets. In determining our expectations for economic growth in the financial services, real estate and resources sectors, we considered historical economic data provided by the Canadian government and its agencies, and current market conditions including the status of the current credit crisis.
These forward-looking statements are not guarantees of future performance and actual events and results could differ materially from those expressed or implied by forward-looking statements made by the Company. Prospective investors are cautioned to consider these and other factors carefully when making decisions with respect to the Company and not place undue reliance on forward-looking statements. As evidenced by the events of the past year and the recent market crisis, circumstances affecting the Company may change rapidly. Except as may be required by applicable law, the Company does not undertake any obligation to update publicly or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
DISCLOSURE CONTROLS AND PROCEDURES
In accordance with the rules of the Securities and Exchange Commission, the Company maintains disclosure controls and procedures and, under the supervision and with the participation of its management, including its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of these disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were adequate and effective.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company as defined in Rule 13(a)-15(f) under the Securities Exchange Act of 1934, as amended. The Company’s internal control system is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with applicable accounting standards.
The Company’s internal control over financial reporting includes policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company and its consolidated entities; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in Canada, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2007, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.
Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2007.
ATTESTATION REPORT OF THE PUBLIC ACCOUNTING FIRM
The Company is required to provide an auditor's report on internal control over financial reporting for the fiscal year ended December 31, 2007. In this report, the Company's independent registered auditor, PricewaterhouseCoopers LLP, must state its opinion as to the effectiveness of the Company's internal control over financial reporting as of December 31, 2007. PricewaterhouseCoopers LLP has audited the Company's financial statements included in this Annual Report on Form 40-F and has issued a report on the Company's internal control over financial reporting, which is included in its report on the Company's financial statements filed as an exhibit to this Annual Report on Form 40-F.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of 17 CFR 240.13a-15 or 240.15d-15 that occurred during the period covered by this annual report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
2
AUDIT COMMITTEE FINANCIAL EXPERT
The Company has an audit committee established by the directors of the Company (the “Audit Committee”). The Audit Committee is comprised of the following four directors of the Company: K. Barry Sparks, Robert McLeish, Normand Beauchamp and Garth A.C. MacRae. The board of directors of the Company has determined that each of the members of the Audit Committee has the necessary qualifications to be designated as an “Audit Committee Financial Expert” of the Company as such term is defined in the Form 40-F. All members of the Audit Committee have been deemed by the board of directors of the Company to be independent of the Company as such term is defined under the rules of the New York Stock Exchange.
The Securities and Exchange Commission has indicated that the designation of a member of the Audit Committee as an Audit Committee Financial Expert does not make such member an “expert” for any purpose, does not impose any duties, obligations or liabilities on such member that are greater than those imposed on the member as a member of the Audit Committee and board of directors of the Company nor does it affect the duties, obligations or liability of any other member of the board of directors of the Company.
CODE OF ETHICS
Although, the Company has not adopted a formal Code of Ethics of the Company, each of the three senior executive officers of the Company holds a professional designation and is, therefore, subject to various codes of ethics and standards of professional conduct relating to such designation. The following are the codes of ethics and rules of professional conduct to which each of these senior executive officers of the Company is subject:
·
The Chief Executive Officer of the Company is a member of the CFA Institute (formerly the Association of Investment Management and Research) and, accordingly, is subject to the Code of Ethics and Standards of Professional Conduct of the CFA Institute (the “CFA Code”). The Chief Executive Officer is also subject to the Code of Ethics and Standards of Professional Conduct (the “Goodman Code”) of Goodman & Company, Investment Counsel Ltd., a subsidiary of the Company, adopted in January 1998, as updated, which meets the requirements of the CFA Code and the requirements of a model code for an investment counsel/portfolio manager in Canada.
·
The Chief Financial Officer of the Company is a Chartered Accountant and is subject to the Professional Code of the Ordre des comptables agréés du Québec and is also subject to the Goodman Code.
·
A Vice President and the Controller of the Company is a Certified Management Accountant and is subject to the Code of Professional Ethics of The Society of Management Accountants of Ontario.
Each of the CFA Code, the Goodman Code and certain of the other codes or rules of professional conduct noted above have provisions relating to, among other things, compliance with applicable laws, rules and regulations, confidential information, prohibition against insider trading and use of material non-public information, prohibition against professional misconduct and conflicts of interest.
A number of the directors, officers, employees and financial advisors of certain subsidiaries of the Company are subject to one or more of the CFA Code, the Goodman Code and the rules and regulations of all securities regulatory authorities in Canada, the Investment Dealers Association of Canada, the Mutual Fund Dealers Association of Canada, all stock exchanges in Canada and Market Regulation Services Inc.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
During 2007 and 2006, the Company (and its subsidiaries that were audited by the Company’s external auditor) paid the following fees to the Company’s external auditors, for the following fee categories:
| | |
Fee Category | 2007 (Cdn. $) | 2006 (Cdn. $) |
Audit Fees |
2,599,500 | 2,062,000 | Audit-Related Fees | 389,760 | 1,497,700 |
Tax Services Fees | 307,781 | 102,900 |
All Other Fees | 42,074 | 0 |
Total Fees | 3,339,115 | 3,662,600 |
| | |
3
Note:
For the year-ended December 31, 2007, the Company was audited by PricewaterhouseCoopers LLP and for the year-ended December 31, 2006, the Company was audited by Ernst & Young LLP. The change in auditors was not a result of disagreement or area of dispute with Ernst & Young LLP.
Audit Fees
Audit fees include all fees paid tothe Company’s external auditors for the audit of the Company’s consolidated financial statements and other required statutory/regulatory audits and filings of the Company and certain of its subsidiaries.
Audit-Related Fees
Audit-related fees include all fees paid to the Company’s external auditors for audit-related services including the review of the Company’s interim financial statements, preparation and/or review of certain filings with Canadian securities regulators, including comfort and consent letters, and accounting consultations on matters addressed during the audit and interim reviews.
Tax Fees
Tax fees include all fees paid to the Company’s external auditors for tax-related advice including tax return preparation and/or review and tax planning advice.
The Audit Committee has reviewed the magnitude and nature of all fees in respect of services provided by the external auditors during the years ended December 31, 2007 and 2006 to ensure that they are compatible with maintaining the independence of the external auditor.
The Company has established a policy in respect of the pre-approval of non-audit services, including audit-related and tax services, to be provided by the Company’s independent auditors. The Audit Committee administers the requirements of the Company’s policy. Under the policy, the Audit Committee will review annually the recurring audit fees for the coming year. The policy also requires that any audit, audit-related or tax services proposed during the year be pre-approved by the Audit Committee, evidenced by approval from the Chairman of the Audit Committee.
The Audit Committee approved 100% of the fees paid to the Company’s external auditors.
OFF-BALANCE SHEET ARRANGEMENTS
Information on the Company’s off-balance sheet arrangements is included in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2007 which is attached as Exhibit 99.3 to, and incorporated by reference in, this report.
CONTRACTUAL OBLIGATIONS
Information on the Company’s contractual obligations is included in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2007 which is attached as Exhibit 99.3 to, and incorporated by reference in, this report.
UNDERTAKING
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 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.
4
SIGNATURE
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.
DUNDEE CORPORATION
By:
/s/
Joanne Ferstman
Joanne Ferstman
Executive Vice President,
Chief Financial Officer and Corporate Secretary
Date:
April 10, 2008
5
EXHIBIT INDEX
6
Exhibit 99.5
CERTIFICATION
I, Ned Goodman, President and Chief Executive Officer of Dundee Corporation, the principal executive officer of Dundee Corporation, certify that:
1.
I have reviewed this annual report on Form 40-F of Dundee Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.
The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and
5.
The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
DUNDEE CORPORATION
By:
/s/
Ned Goodman
Ned Goodman
President and Chief Executive Officer
Date:
April 10, 2008
Exhibit 99.5
CERTIFICATION
I, Joanne Ferstman, Executive Vice President, Chief Financial Officer and Corporate Secretary of Dundee Corporation, the principal financial officer of Dundee Corporation, certify that:
1.
I have reviewed this annual report on Form 40-F of Dundee Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;
4.
The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting;
5.
The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit committee of the issuer’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
DUNDEE CORPORATION
By:
/s/
Joanne Ferstman
Joanne Ferstman
Executive Vice President,
Chief Financial Officer and Corporate Secretary
Date:
April 10, 2008
Exhibit 99.6
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that to his knowledge the Annual Report on Form 40-F for the fiscal year ended December 31, 2007, of Dundee Corporation (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By:
/s/
Ned Goodman
Ned Goodman
President and Chief Executive Officer
Date:
April 10, 2008
CERTIFICATION
Pursuant to 18 United States Code § 1350
The undersigned hereby certifies that to her knowledge the Annual Report on Form 40-F for the fiscal year ended December 31, 2007, of Dundee Corporation (the “Company”) filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
By:
/s/
Joanne Ferstman
Joanne Ferstman
Executive Vice President,
Chief Financial Officer and Corporate Secretary
Date:
April 10, 2008
