U.S. 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 ended December 31, 2009
Commission file number 1-15226
BROOKFIELD ASSET MANAGEMENT INC.
(Exact name of registrant as specified in its charter)
Ontario, Canada | 1121, 1031, 1061, 1311, 1321, 2421, 4939, 6311 |
Not 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)) |
Suite 300, Brookfield Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3
(416) 363-9491
(Address and Telephone Number of Registrants Principal Executive Offices)
Torys LLP, 237 Park Avenue, New York, NY 10017-3142
(212) 880-6000
(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.
Title of each class |
Name of each exchange on which registered | |
Class A Limited Voting Shares | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. Debt Securities
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 issuers classes of capital or common stock as of the close of the period covered by the annual report:
Class A Limited Voting Shares |
572,782,819 | |
Class B Limited Voting Shares |
85,120 |
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 ¨
FORM 40-F
Principal Documents
The following documents, filed as Exhibits 99.1 through 99.4 hereto, are hereby incorporated by reference into this Annual Report on Form 40-F:
(a) | Annual Information Form for the fiscal year ended December 31, 2009; |
(b) | Managements Discussion and Analysis (MD&A) for the fiscal year ended December 31, 2009; |
(c) | Consolidated Financial Statements for the fiscal year ended December 31, 2009; and |
(d) | Differences between Canadian and United States of America generally accepted accounting principles. |
ADDITIONAL DISCLOSURE
Certifications and Disclosure Regarding Controls and Procedures
(a) | Certifications. See Exhibits 99.6 and 99.7 to this Annual Report on Form 40-F. |
(b) | Disclosure Controls and Procedures. As of the end of the registrants fiscal year ended December 31, 2009, an evaluation of the effectiveness of the registrants disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)) was carried out by the registrants principal executive officer and principal financial officer. Based upon that evaluation, the registrants principal executive officer and principal financial officer have concluded that as of the end of that fiscal year, the registrants disclosure controls and procedures were effective to ensure that information required to be disclosed by the registrant in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the registrants management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. |
It should be noted that while the registrants principal executive officer and principal financial officer believe that the registrants disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that the registrants disclosure controls and procedures or internal control over financial reporting will prevent all errors and fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
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(c) | Managements Annual Report on Internal Control Over Financial Reporting. |
Management of the registrant is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Chief Executive Officer and the Chief Financial Officer and effected by the Board of Directors, management and other personnel 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.
Management assessed the effectiveness of the registrants internal control over financial reporting as of December 31, 2009, based on the criteria set forth in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2009, the registrants internal control over financial reporting was effective. Also, management determined that there were no material weaknesses in the registrants internal control over financial reporting as of December 31, 2009.
(d) | Attestation Report of the Registered Public Accounting Firm. Deloitte & Touche LLP, an independent registered public accounting firm, has audited the registrants internal control over financial reporting as of December 31, 2009. The opinion of Deloitte & Touche on the registrants internal control over financial reporting is included in Exhibit 99.10 attached hereto, which is incorporated by reference into this Annual Report on Form 40-F. |
(e) | Changes in Internal Control over Financial Reporting. During the fiscal year ended December 31, 2009, there were no changes in the registrants internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the registrants internal control over financial reporting. |
Notices Pursuant to Regulation BTR
None.
Audit Committee Financial Experts
The registrants board of directors has determined that Mr. Marcel R. Coutu, Ms. Patricia M. Newson and Mr. George S. Taylor, all members of the registrants audit committee, qualify as an audit committee financial expert (as such term is defined in Form 40-F).
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Code of Ethics
The registrant has adopted a code of ethics (as that term is defined in Form 40-F), which it refers to as its Code of Business Conduct and Ethics, that applies to its principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions (together, the Financial Supervisors).
The Code of Business Conduct and Ethics, which complies with the requirements of the New York Stock Exchange, is available for viewing on the registrants website at www.brookfield.com at About Brookfield/Corporate Governance and is available in print to any shareholder who requests it. Requests for copies of the Code of Business Conduct and Ethics should be made by contacting: Catherine J. Johnston, Corporate Secretary, Brookfield Asset Management Inc., Suite 300, Brookfield Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3, Telephone: 416-363-9491. Alternatively, requests may be sent by email to inquiries@brookfield.com.
There were no waivers of the Code of Business Conduct and Ethics in 2009. The registrant amended the Code of Business Conduct and Ethics in August 2009. The principal changes include:
(a) expanded guidelines regarding fiduciary duties when dealing with investment management clients or related activities; (b) additional guidance regarding workplace harassment including clarification of accountability under such guidelines; (c) clearer guidelines on compliance with the most restrictive requirement under governmental laws, rules and regulations, or under company policies and the Code of Business Conduct and Ethics; and (d) guidelines on gifts and entertainment in connection with the conduct of business, including gifts to persons other than foreign public officials, gifts or other benefits to foreign public officials, acceptance of gifts from outside parties, political donations, and an explanation of consequences for failure to comply with such guidelines. A copy of the Code of Business Conduct and Ethics as amended is included with this report as Exhibit 99.5.
Principal Accountant Fees and Services
The information required is included under the heading Principal Accountant Fees and Services in the Audit Committee Information section of the registrants Annual Information Form for the fiscal year ended December 31, 2009, incorporated by reference as Exhibit 99.1 to this Annual Report on Form 40-F.
Pre-Approval Policies and Procedures
The information required is included under the heading Pre-Approval Policies and Procedures in the Audit Committee Information section of the registrants Annual Information Form for the fiscal year ended December 31, 2009, incorporated by reference as Exhibit 99.1 to this Annual Report on Form 40-F.
Off-Balance Sheet Arrangements
The registrant enters into derivative contracts in the normal course of its business, primarily to manage interest rate, currency and commodity price risks. The registrant also enters into financing commitments as part of its funds management business. These arrangements are disclosed in Part 3, Analysis of Consolidated Financial Statements, in the registrants MD&A for the fiscal year ended December 31, 2009, and in Note 17 to the registrants Consolidated Financial Statements for the fiscal year ended December 31, 2009, incorporated by reference as Exhibits 99.2 and 99.3, respectively, to this Annual Report on Form 40-F. The registrant does not have any other off-balance sheet arrangements.
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Tabular Disclosure of Contractual Obligations
The information required is included under the heading Contractual Obligations in Part 3, Analysis of Consolidated Financial Statements, in the registrants MD&A for the fiscal year ended December 31, 2009, incorporated by reference as Exhibit 99.2 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: Marcel R. Coutu, who is the committees Chairman, Jack M. Mintz, Patricia M. Newson and George S. Taylor.
Disclosure Pursuant to the Requirements of the New York Stock Exchange
Independence of Directors
The registrants board of directors has determined that 12 of the registrants 16 directors, comprising a majority of the board, are independent directors, as that term is defined in the rules of the New York Stock Exchange (the NYSE), in accordance with the director independence standards of the NYSE, and that none of these 12 directors has a material relationship with the registrant which would impair his independence from management or otherwise compromise his ability to act as an independent director. The directors who have been determined to be independent on this basis are: Marcel R. Coutu, J. Trevor Eyton, James K. Gray, Maureen Kempston Darkes, Lance Liebman, Philip B. Lind, G. Wallace F. McCain, Frank J. McKenna, Jack M. Mintz, Patricia M. Newson, James A. Pattison and George S. Taylor.
Presiding Director at Meetings of Independent Directors
The registrant schedules regular meetings in which the registrants independent directors meet without the participation of management and non-independent directors. Mr. Frank McKenna serves as the lead director at such sessions (the Lead Director).
Communication with Independent Directors
Shareholders may send communications to the registrants independent directors by writing to the Lead Director, c/o Catherine J. Johnston, Corporate Secretary, Brookfield Asset Management Inc., Suite 300, Brookfield Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3, Telephone: (416) 363-9491. Alternatively, communications may be sent by e-mail to inquiries@brookfield.com. Communications will be referred to the Lead Director for appropriate action. The status of all outstanding concerns addressed to the Lead Director will be reported to the board of directors as appropriate.
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Corporate Governance Guidelines
The rules of the NYSE require listed companies to adopt and disclose a set of corporate governance guidelines with respect to specified topics. Such guidelines are required to be posted on the listed companys website. The registrant operates under corporate governance principles that are consistent with the requirements of the NYSE rules, and which are summarized under the heading Statement of Corporate Governance Practices in the registrants Management Information Circular dated March 10, 2010 in connection with its 2010 Annual Meeting of Shareholders and are available for viewing on the registrants web site at www.brookfield.com under About Brookfield/Corporate Governance.
Board and Committee Charters
The charter of the registrants board of directors is set out in Schedule A to the registrants Management Information Circular for its 2010 Annual Meeting of Shareholders. The charter of the registrants audit committee is set out in Appendix C of the Registrants Annual Information Form for the fiscal year ended December 31, 2009. These documents are available for viewing on the registrants web site at www.brookfield.com under About Brookfield/Corporate Governance.
The charters of the registrants board of directors, audit committee, management resources and compensation committee and governance and nominating committee are each available for viewing on the registrants web site at www.brookfield.com under About Brookfield/Corporate Governance and are available in print to any shareholder who requests them. Requests for copies of these documents should be made by contacting: Catherine J. Johnston, Corporate Secretary, Brookfield Asset Management Inc., Suite 300, Brookfield Place, 181 Bay Street, P.O. Box 762, Toronto, Ontario, Canada M5J 2T3, Telephone: (416) 363-9491. Alternatively, requests may be sent by email to inquiries@brookfield.com.
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UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. Undertaking.
The registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Securities and Exchange Commission (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.
B. Consent to Service of Process.
The Company has previously filed a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.
Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the registrant.
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, thereunto duly authorized, on March 30, 2010.
Brookfield Asset Management Inc. | ||
By : | /s/ Catherine J. Johnston | |
Name: | Catherine J. Johnston | |
Title: | Corporate Secretary and Legal Counsel |
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EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Annual Information Form for the fiscal year ended December 31, 2009, including Appendices A, B and C | |
99.2 | Managements Discussion and Analysis for the fiscal year ended December 31, 2009 | |
99.3 | Consolidated Financial Statements for the fiscal year ended December 31, 2009 | |
99.4 | Differences between Canadian and United States of America generally accepted accounting principles | |
99.5 | Brookfield Asset Management Inc. Code of Business Conduct and Ethics, as amended August 2009 | |
99.6 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934 | |
99.7 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14 of the Securities Exchange Act of 1934 | |
99.8 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.9 | Certification of Chief Financial Officer Form pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
99.10 | Report of Independent Registered Chartered Accountants | |
99.11 | Consent of Deloitte & Touche LLP |
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