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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
40-F
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OMB
APPROVAL
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OMB
Number:
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3235-0381
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Expires:
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June 30,
2011
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Estimated
average burden
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hours
per response
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427
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[Check
one]
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o
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REGISTRATION
STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT
OF 1934
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OR
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þ
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ANNUAL
REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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For
the fiscal year ended
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December
31, 2008
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Commission
File Number
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001-10805
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Rogers
Communications Inc.
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(Exact
name of Registrant as specified in its charter)
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Not
Applicable
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(Translation
of Registrant’s name into English (if applicable))
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British
Columbia
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(Province
or other jurisdiction of incorporation or organization)
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4812,
4813, 4822, 4832, 4833, 4841
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(Primary
Standard Industrial Classification Code Number (if
applicable))
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Not
Applicable
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(I.R.S.
Employer Identification Number (if applicable))
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333
Bloor Street East, 10th Floor
Toronto,
Ontario M4W 1G9
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(416)
935-7777
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(Address
and telephone number of Registrant’s principal executive
offices)
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CT
Corporation System
111
Eighth Avenue, 13th Floor
New
York, New York 10011
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(212)
894-8400
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(Name,
address (including zip code) and telephone number (including area
code)
of
agent for service in the United States)
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Securities
registered or to be registered pursuant to Section 12(b) of the
Act.
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Title
of each class
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Name
of each exchange on which registered
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Class
B Non-Voting
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New
York Stock Exchange
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Securities
registered or to be registered pursuant to Section 12(g) of the
Act.
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Not
Applicable
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(Title
of Class)
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Securities
for which there is a reporting obligation pursuant to Section 15(d)
of the Act.
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Class
B Non-Voting Shares
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(Title
of
Class)
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SEC 2285
(03-07)
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Persons
who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
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For
annual reports, indicate by check mark the information filed with this
Form:
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R
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Annual
information form
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¨
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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.
112,462,014 Class A Voting shares; 523,429,539
Class B Non-Voting shares.
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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 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.
DISCLOSURE
CONTROLS AND PROCEDURES
The
disclosure provided under the heading Disclosure Controls and
Procedures on page 56 of Exhibit 99.2: Management’s Discussion and
Analysis, is incorporated by reference herein.
MANAGEMENT’S
ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The
disclosure provided under the heading Management’s Annual Report on
Internal Control Over Financial Reporting on page 56 of Exhibit 99.2:
Management’s Discussion and Analysis, is incorporated by reference
herein.
CHANGES
IN INTERNAL CONTROL OVER FINANCIAL REPORTING AND DISCLOSURE CONTROLS AND
PROCEDURES
The
disclosure provided under the heading Changes in Internal Control Over
Financial Reporting and
Disclosure Controls and Procedures on page 57 of Exhibit 99.2:
Management’s Discussion and Analysis, is incorporated by reference
herein.
ATTESTATION
REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The
disclosure provided under the heading Report of Independent Registered
Public Accounting Firm of Exhibit 99.2: Management’s Discussion and
Analysis, is incorporated by reference herein.
AUDIT
COMMITTEE FINANCIAL EXPERT
The
Board of Directors of Rogers Communications Inc. has determined that the Company
has at least one “audit committee financial expert” (as defined in paragraph
8(b) of General Instruction B of Form 40-F) serving on its Audit Committee. The
audit committee financial expert is John H. Clappison, who has been determined
by the Board to be an independent director as such term is defined under the
Canadian Securities Administrators’ National Instrument 52-110 (Audit
Committees) and the standards under Rule 10A-3 of the U.S. Securities Exchange
Act relating to the independence of audit committee members. The
Board’s designation of Mr. Clappison as an audit committee financial expert does
not impose on Mr. Clappison any duties, obligations or liability that are
greater than the duties, obligations and liability imposed on him as a member of
the Audit Committee and Board of Directors in the absence of such designation or
identification. In addition, the designation of Mr. Clappison as an
“audit committee financial expert” does not affect the duties, obligations or
liability of any other member of the Audit Committee or Board of
Directors. See also Item 17 - Audit Committee on
page 21, of the Company’s Annual Information Form, attached as Exhibit 99.1 and
incorporated by reference herein.
CODE
OF CONDUCT AND ETHICS
The
Company has adopted a Code of Conduct and Ethics that applies to all directors
and Business Conduct Guidelines that apply to all employees (the Codes). The
Codes have been posted on the Rogers website under the Corporate Governance
section at www.rogers.com. A copy of the Codes will also be provided
upon request to Investor Relations, 333 Bloor Street East, 10th Floor, Toronto,
Ontario, M4W 1G9.
PRINCIPAL
ACCOUNTANT FEES AND SERVICES
The
following table presents fees for professional services rendered by KPMG LLP to
the Company for the audit of the Company’s annual financial statements for 2008
and 2007, and fees billed for other services rendered by KPMG LLP, during the
period from January 1, 2007 to December 31, 2008.
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Year
ended December 31,
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2008
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2007
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Audit
Fees(1)
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$ |
6,783,318 |
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$ |
8,113,406 |
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Audit-related
Fees(2)
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373,872 |
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978,738 |
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Tax
Fees(3)
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3,078,698 |
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2,408,660 |
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All
Other Fees(4)
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1,482,189 |
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183,306 |
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Total
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$ |
11,718,077 |
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$ |
11,684,110 |
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____________
NOTES:
(1)
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Consist
of fees related to statutory audits, related audit work in connection with
registration statements and other filings with various regulatory
authorities, quarterly reviews of interim financial statements and
accounting consultations related to audited financial
statements.
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(2)
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Consist
mainly of advice relating to compliance with Canadian and U.S. rules on
internal controls, pension plan audits and other specified procedures
engagements.
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(3)
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Consist
of fees for tax consultation and compliance services, including indirect
taxes.
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(4)
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Consist
mainly of fees for operational advisory and risk management services, and
French translation of certain filings with regulatory
authorities.
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For
the year ended December 31, 2008, none of the Company’s audit-related fees, tax
fees or all other fees described in the table above made use of the de minimis
exception to pre-approval provisions contained in Rule 2-01 (c)(7)(i)(C) of U.S.
Securities and Exchange Commission Regulation S-X or Section 2.4 of the Canadian
Securities Administrators’ National Instrument 52-110 (Audit
Committees).
The
following is the pre-approval process:
1.
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Annually
the Company will provide the Audit Committee with a list of the
audit-related and non-audit services that may be provided by the auditor
during the year to the Company. The Audit Committee will review the
services with the auditor and management, considering whether the
provision of the service is compatible with maintaining the auditor’s
independence.
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2.
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Management
may engage the auditor for specific engagements that are included in the
list of pre-approved services referred to above if the estimated fees do
not exceed (i) $100,000 per engagement or (ii) $500,000 per quarter in
aggregate amount on a consolidated basis for the
Company.
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3.
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The
Audit Committee delegates authority to the Chairman of the Audit Committee
to approve requests for services not included in the pre-approved list of
services or for services not previously pre-approved by the Audit
Committee. Any services approved by the Chairman will be reported to the
full Audit Committee at the next
meeting.
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4.
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A
listing of all audit and non-audit services and fees rendered to the
Company and its subsidiaries by KPMG LLP will be reviewed each quarter by
the Audit Committee.
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OFF-BALANCE
SHEET ARRANGEMENTS
The
Company does not have any off-balance sheet arrangements other than those
described under the heading Off-Balance Sheet
Arrangements on page 34 of Exhibit 99.2:
Management’s Discussion and Analysis, which is incorporated by reference
herein.
TABULAR
DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The
information provided under the heading Commitments and Other Contractual
Obligations on page 34 of Exhibit 99.2: Management’s Discussion and
Analysis, which is incorporated by reference herein.
IDENTIFICATION
OF AUDIT COMMITTEE
Our
Board of Directors has established an Audit Committee. The Audit Committee
consists of five directors; Messrs Besse, Birchall, Clappison, Wansbrough and
Watson who are appointed annually by our Board of Directors. Further
disclosure is provided under Item 17.2 - Composition of the Audit
Committee of the Company’s Annual Information Form, attached as Exhibit
99.1 and incorporated by reference herein.
DISCLOSURE
PURSUANT TO REQUIREMENTS OF THE NEW YORK STOCK EXCHANGE
The
disclosure provided under the headings “Composition of the Board”,
“Controlled Company
Exemption”, “Foreign
Private Issuer Status” and “Corporate Governance
Practices” and “Ethical
Business Conduct” beginning on page 19 of the Company’s Annual
Information Form, attached as Exhibit 99.1, is incorporated by reference
herein.
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
Rogers
Communications Inc. 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.
Rogers
Communications Inc. has previously filed with the Commission a Form F-X in
connection with its securities. Any change to the name or address of
the Company’s agent for service of process shall be communicated promptly to the
Commission by amendment to the Form F-X referencing the file number of the
Company.
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.
Registrant:
Rogers Communications Inc.
By:
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/s/ Alan
Horn |
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/s/ William
W. Linton |
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Alan
Horn
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William
W. Linton
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Director
and Chairman and acting Chief Executive Officer
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Senior
Vice President, Finance and Chief Financial
Officer
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Date:
February 27, 2009
EXHIBIT
INDEX
Exhibit
Number
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Description
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23.1
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Independent
Registered Public Accounting Firm’s Consent
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31.1
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Certification
of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
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31.2
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Certification
of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 20021
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32.1
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Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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99.1
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Annual
Information Form for the fiscal year ended December 31,
2008
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99.2
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Management’s
Discussion and Analysis for the fiscal year ended December 31, 2008,
including annual audited consolidated financial statements filed with the
Securities and Exchange Commission ("SEC") under cover of a Form 6-K dated
February 27,
2009.
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1 This
exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section,
nor shall it be deemed incorporated by reference on any filling under the
Securities Act of 1933 or the Securities Exchange Act of 1934, whether made
before or after the date hereof and irrespective of any general incorporation
language in any filings.