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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 40-F
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[ ] 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: August 31, 2004 Commission File Number: 1-14148
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CANWEST GLOBAL COMMUNICATIONS CORP.
(Exact name of Registrant as specified in its charter)
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CANADA 4833 NOT APPLICABLE
(Province or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Classification Identification No.)
incorporation or organization) Code Number)
3100 TD CENTRE KAYE SCHOLER LLP
201 PORTAGE AVENUE 425 PARK AVENUE
WINNIPEG, MANITOBA NEW YORK, NEW YORK 10022
CANADA R3B 3L7 (212) 836-8000
(204) 956-2025
(Name, address (including zip code)
(Address and telephone number of and telephone number (including area
Registrant's principal executive code) of agent for service in the
offices) United States)
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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
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Non-Voting Shares The New York Stock Exchange, Inc.
The Toronto Stock Exchange
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SECURITIES REGISTERED OR TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.
NONE.
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SECURITIES FOR WHICH THERE IS A REPORTING OBLIGATION PURSUANT TO
SECTION 15(d) OF THE ACT. NONE.
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FOR ANNUAL REPORTS, INDICATE BY CHECK MARK THE INFORMATION FILED WITH THIS FORM:
[X] Annual information form [X] Audited annual financial statements
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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.
98,667,438 Subordinate Voting Shares outstanding
76,785,976 Multiple Voting Shares outstanding
1,825,718 Non-Voting Shares outstanding
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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 filing number assigned to
the Registrant in connection with such Rule.
Yes [ ] No [X]
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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.
Yes [X] No [ ]
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CANWEST GLOBAL COMMUNICATION CORP.
REGISTRATION STATEMENT ON FORM 40-F
DOCUMENTS FILED PURSUANT TO GENERAL INSTRUCTIONS
In accordance with General Instruction B (3) of Form 40-F, the Registrant
hereby files Exhibit 1 and Exhibit 2 as set forth in the Exhibit Index hereto.
In accordance with General Instruction B (6)(a)(1) of Form 40-F, the
Registrant hereby files Exhibit 5 and Exhibit 6 as set forth in the Exhibit
Index hereto.
In accordance with General Instruction B (6)(a)(2) of Form 40-F, the
Registrant hereby files Exhibit 7 and Exhibit 8 as set forth in the Exhibit
Index hereto.
In accordance with General Instruction D (9) of Form 40-F, the Registrant
hereby files Exhibit 9 as set forth in the Exhibit Index hereto.
Disclosure Controls and Procedures
The Company's Chief Executive Officer and Chief Financial Officer conducted an
examination of the effectiveness of the Company's disclosure controls and
procedures as of the end of the period covered by this Annual Report. Based on
that evaluation, the Chief Executive Officer and the Chief Financial Officer
concluded that, as of the end of the period covered by this annual report, the
design and operation of the Company's disclosure controls and procedures were
effective in ensuring that information required to be disclosed is accumulated
and communicated to us to allow timely decisions regarding required disclosure,
and that information required to be disclosed is recorded, processed, summarized
and reported as and when required.
There have been no changes in the Company's internal control over financial
reporting which are reasonably likely to materially affect our ability to
record, process, summarize and report financial information.
AUDIT COMMITTEE AND AUDIT COMMITTEE FINANCIAL EXPERT
The Registrant has a separately-designated standing audit committee established
in accordance with section 3(a)(58)(A) of the Exchange Act, and has determined
that Ms. Jalynn Bennett, Dr. Lloyd I. Barber and Mr. David J. Drybrough,
members of the audit committee, are audit committee financial experts who are
independent, as that term is defined in the Toronto Stock Exchange listing
standards.
CODE OF ETHICS
In accordance with section 406 of the Sarbanes Oxley Act of 2002, and pursuant
to item 9(a) of Form 40-F, the Registrant has adopted a code of ethics that
applies to the Registrant's principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
A copy of the Registrant's code of ethics is filed as Exhibit 4 hereto and
is incorporated herein by reference.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
For the years ended August 31, 2004 and August 31, 2003, the audit committee
approved fees to PricewaterhouseCoopers LLP and its affiliates as follows:
2004 2003
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$ 000's $ 000's
Audit Fees .................. 3,655.0 1,950.0
Audit-Related Fees .......... 279.9 936.0
Tax Fees .................... 426.8 251.0
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$4,361.7 $3,317.0
A copy of the audit committee's preapproval policy is filed as Exhibit 9 hereto
and is incorporated herein by reference. All services provided by the principal
accountant for the periods noted above were preapproved by the audit committee
CONTRACTUAL OBLIGATIONS
The disclosure provided on page 23 of Exhibit 2 under the heading Contractual
Obligations and Commitments is incorporated herein by reference.
OFF BALANCE SHEET ARRANGEMENTS
In connection with the disposition of assets, the Company has provided customary
representations and warranties that range in duration. In addition, as is
customary, the Company has agreed to indemnify the buyers of certain assets in
respect of certain liabilities pertaining to events occurring prior to the
respective sales relating to taxation, environmental, litigation and other
matters. The Company is unable to estimate the maximum potential liability for
these indemnifications as the underlying agreements often do not specify a
maximum amount and the amounts are dependent upon the outcome of future
contingent events, the nature and likelihood of which cannot be determined.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
UNDERTAKING
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.
CONSENT TO SERVICE OF PROCESS
Registrant filed an Appointment of Agent for Service of Process on Form
F-X concurrently with the filing of its Registration Statement on Form F-10 on
June 4, 1996.
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.
CANWEST GLOBAL COMMUNICATIONS CORP.
Date: December 23, 2004 By: /s/ JOHN E. MAGUIRE
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John E. Maguire
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description
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1. Annual Information Form for the year ended August 31, 2004
2. Management's Discussion and Analysis for the fiscal year
ended August 31, 2004 and audited consolidated financial
statements and the notes thereto for the fiscal years ended
August 31, 2004 and 2003, together with the report of the
auditors thereon
3. Management Information Circular
4. Code of Ethics
5. Certifications required by Rule 13a-14(a) or Rule 15d-14(a)
6. Certifications required by Rule 13a-14(a) or Rule 15d-14(a)
7. Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
8. Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
9. Audit Committee Non Audit Services Pre-approval Policy
10. Consent of PricewaterhouseCoopers LLP