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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
| For the month of: March 2024 |
Commission File Number: 1-8481 |
BCE Inc.
(Translation of Registrant’s name into English)
1, Carrefour Alexander-Graham-Bell, Verdun, Québec, Canada H3E 3B3,
(514) 870-8777
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F |
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Form 40-F | X |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
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Yes |
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No | X |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
Notwithstanding any reference to BCE Inc.’s Web site on the World Wide Web in the documents attached hereto, the information contained in BCE Inc.’s site or any other site on the World Wide Web referred to in BCE Inc.’s site is not a part of this Form 6-K and, therefore, is not furnished to the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BCE Inc. |
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| Date: March 13, 2024 |
By: |
(signed) Curtis Millen |
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| Name: |
Curtis Millen |
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| Title: |
Executive Vice-President and Chief Financial |
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EXHIBIT INDEX
99.1 Notice of change of auditor
99.2 Letter of predecessor auditor to Canadian securities regulatory authorities
99.3 Letter of successor auditor to Canadian securities regulatory authorities
Exhibit 99.1
NOTICE OF CHANGE OF AUDITOR
| TO: |
Deloitte LLP |
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| AND TO: |
Ernst & Young LLP |
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| AND TO: |
Alberta Securities Commission |
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| Autorité des marchés financiers |
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| British Columbia Securities Commission |
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| Financial and Consumer Affairs Authority of Saskatchewan |
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| Financial and Consumer Services Commission (New Brunswick) |
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| Nova Scotia Securities Commission |
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| Financial and Consumer Services Division (Prince Edward Island) |
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| Office of the Superintendent of Securities Service Newfoundland and Labrador |
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| Ontario Securities Commission |
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| The Manitoba Securities Commission |
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The audit committee (the “Audit Committee”) of BCE Inc. (the “Corporation”) has completed a comprehensive request for proposal process (“RFP”) for the 2025 external audit engagement. In keeping with its focus on best corporate governance practices and given the long tenure of Deloitte LLP, Montreal, Quebec (the “Current Auditor”), the Audit Committee had initiated the RFP in 2023. After careful consideration, on the recommendation of the Audit Committee, the board of directors of the Corporation (the “Board”) selected on March 7, 2024 Ernst & Young LLP, Montreal, Quebec (the “Successor Auditor”) as the successor auditor of the Corporation.
The Current Auditor will continue as auditor throughout the financial year ending December 31, 2024, subject to shareholder approval at the annual general meeting of the shareholders of the Corporation to be held on May 2, 2024.
Further to the RFP, at the request of the Corporation, the Current Auditor will resign effective on the business day following the filing of the Corporation’s audited consolidated financial statements for the year ending December 31, 2024 and the Current Auditor’s report thereon (the “Effective Date”). On March 7, 2024, the Board has determined to fill the resulting vacancy in the office of the auditor and appoint, effective as of the Effective Date, the Successor Auditor as the Corporation’s auditor until the annual general meeting of the shareholders of the Corporation to be held in 2025 (the “2025 Shareholder Meeting”).
At the 2025 Shareholder Meeting, the Corporation will propose the Successor Auditor for appointment as auditor of the Corporation, subject to shareholder approval.
In accordance with National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), the Corporation reports that:
| 1. | at the request of the Corporation further to the decision taken by the Board on March 7, 2024 in connection with the RFP, the Current Auditor will resign as auditor of the Corporation effective as of the Effective Date; |
| 2. | the resulting vacancy will be filled by the Board appointing the Successor Auditor as auditor of the Corporation effective as of the Effective Date; |
| 3. | the Current Auditor will not be proposed to shareholders for reappointment as auditor of the Corporation at the 2025 Shareholder Meeting; |
| 4. | the Successor Auditor will be proposed to shareholders for appointment as auditor of the Corporation at the 2025 Shareholder Meeting; |
- 2 -
| 5. | the Current Auditor’s reports in connection with the audits of the consolidated financial statements for the two most recently completed financial years of the Corporation, being the financial years ended December 31, 2023 and December 31, 2022, have not expressed any modified opinion; and |
| 6. | there are no “reportable events” as such term is defined in NI 51-102. |
DATED this 7th day of March, 2024.
| BCE INC. | ||
| (signed) Thierry Chaumont |
||
| Name: Thierry Chaumont | ||
| Title: Senior Vice-President, Controller and Tax | ||
Exhibit 99.2
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Deloitte LLP La Tour Deloitte 1190 avenue des Canadiens-de-Montréal Suite 500 Montreal QC H3B 0M7 Canada
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| Tel: 1 514-393-7115 Fax: 1 514-393-4104 |
March 7, 2024
To:
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Department of Justice and Public Safety, Financial and Consumer Services Division (Prince Edward Island)
Office of the Superintendent of Securities Service Newfoundland and Labrador
Ontario Securities Commission
The Manitoba Securities Commission
Dear Sirs/Mesdames:
As required by subparagraph (5)(a)(ii) of section 4.11 of National Instrument 51-102, we have reviewed the change of auditor notice of BCE Inc. dated March 7, 2024 (the “Notice”) and, based on our knowledge of such information at this time, we agree with the statements 1, 3, 5 and 6 and we have no basis to agree or disagree with the statements 2 and 4 contained in the Notice. .
Yours truly,
/s/ Deloitte LLP1
1 CPA auditor, CA, public accountancy permit No. T146423
Exhibit 99.3
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Ernst & Young s.r.l./S.E.N.C.R.L. Ernst & Young LLP 900, boul. De Maisonneuve Ouest Bureau 2300 Montréal (Québec) H3A 0A8 |
Tél./Tel: +1 514 875 6060 Téléc./Fax: +1 514 879 2600 ey.com |
March 7, 2024
Alberta Securities Commission
Autorité des marchés financiers
British Columbia Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
Financial and Consumer Services Commission (New Brunswick)
Nova Scotia Securities Commission
Financial and Consumer Services Division (Prince Edward Island)
Office of the Superintendent of Securities Service Newfoundland and Labrador
Ontario Securities Commission
The Manitoba Securities Commission
Dear Sirs/Mesdames:
Re: BCE Inc
Change of Auditor Notice dated March 7, 2024
Pursuant to National Instrument 51-102 (Part 4.11), we have read the above-noted Change of Auditor Notice and confirm our agreement with the information contained in the Notice pertaining to our firm.
Yours sincerely,
/s/ Ernst & Young LLP
cc: The Board of Directors, BCE Inc.
Société membre d’Ernst & Young Global Limited / A member firm of Ernst & Young Global Limited
