EX-99.1 2 d778092dex991.htm NOTICE OF 2024 ANNUAL GENERAL SHAREHOLDER MEETING AND MANAGEMENT PROXY CIRCULAR NOTICE OF 2024 ANNUAL GENERAL SHAREHOLDER MEETING AND MANAGEMENT PROXY CIRCULAR
Table of Contents

Exhibit 99.1

 

LOGO

NOTICE OF 2024 ANNUAL GENERAL SHAREHOLDER MEETING AND MANAGEMENT PROXY CIRCULAR ANNUAL GENERAL MEETING MAY 2, 2024


Table of Contents

What’s inside

 

 

 

Five ways

to vote

by proxy

 

LOGO

Voting by proxy is the easiest way to vote

Please refer to the proxy form or voting instruction form provided to you or to section 2, entitled About voting your shares, for more information on the voting methods available to you. If you elect to vote on the Internet or by telephone, you do not need to return your proxy form or voting instruction form.

 


Table of Contents

 

Letter from the Chair of the Board

and the President and Chief Executive Officer

 

 

 

Dear fellow shareholders,

 

To align with our core communications business, our ESG standards and our journey from a traditional telco to a tech services and digital media leader, and to enable more people to attend and participate in the meeting, the 2024 BCE Annual General Shareholder Meeting will be available via live video webcast only at https://bce.lumiconnect.com/404404049 at 9:30 a.m. (Eastern time) on Thursday, May 2, 2024. Please refer to section 2.1, entitled How to participate and vote, under the headings Attending and participating at the meeting and How to ask questions, for further details.

 

As a shareholder, you have the right to vote your shares on all items that come before the meeting. Your vote is important and we facilitate voting by enabling you to vote by proxy at any time prior to the meeting. We encourage you to do so and have enabled voting online, by phone, by email, by fax or by mail. You can also vote by attending the virtual meeting online. Please refer to the instructions in section 2.1, entitled How to participate and vote, for further details.

 

This circular provides details about all the items for consideration at the meeting, such as information about nominated directors and their compensation, the auditors, our corporate governance practices, and reports from the standing committees of the Board. The circular also contains detailed information about our philosophy, policies and programs for executive compensation and how the Board receives input from shareholders on these matters.

 

At the meeting, we will review our strategy, financial position, business operations and the value we deliver to shareholders. We also look forward to responding to your questions.

 

Thank you for your continued confidence in BCE.

 

Sincerely,

  LOGO

LOGO

 

LOGO

Gordon M. Nixon

 

 

Mirko Bibic

 

Chair of the Board

 

President and CEO

March 7, 2024

 
 
 
 
 
 

 

  1


Table of Contents

 

Summary

 

 

Below are highlights of some of the important information you will find in this management proxy circular (circular). These highlights do not contain all the information that you should consider. You should therefore read the circular in its entirety before voting.

Shareholder voting matters

 

     
     

Board vote

recommendation

       Page reference for      
more information

Election of 13 Directors

   FOR each nominee         8 and 9

Appointing Deloitte LLP as Auditors

   FOR    8 and 9

Advisory Resolution on Executive Compensation

   FOR    9 and 41

 

Our director nominees  

 

Committee

memberships

   
                   

LOGO

 

 

LOGO

 

 

LOGO

 

 

LOGO

 

     Board and committee attendance 2023    
                           

 

 Other public boards

   
LOGO        Age   Director
Since
  Position                    Top four competencies
       

M. Bibic

Ontario

  LOGO   56   2020  

President and CEO –
BCE Inc. and

Bell Canada

                  100%   1  

 CEO/Senior Management

 Government/Regulatory Affairs

 

 Media/Content

 Telecommunications

       

R.P. Dexter

Nova Scotia

LOGO

  LOGO   72   2014   Chair and CEO –
Maritime Travel Inc.
              100%   1  

 Governance

 Human Resources/Compensation

 

 Retail/Customer

 Risk Management

       

K. Lee

Ontario

LOGO

  LOGO   60   2015   Corporate Director               100%   1  

 Accounting/Finance

 CEO/Senior Management

 

 Governance

 Risk Management

       

M.F. Leroux

Québec

LOGO

  LOGO   69   2016   Corporate Director         C        100%   2  

 Accounting/Finance

 CEO/Senior Management

 

 Corporate Responsibility

 Governance

       

S.A. Murray

Ontario

LOGO

  LOGO   68   2020   Corporate Director               100%   2  

 CEO/Senior Management

 Governance

 

 Human Resources/Compensation

 Investment Banking/Mergers & Acquisitions

       

G.M. Nixon

Ontario

LOGO

  LOGO   67   2014   Corporate Director –
Chair of the Board –
BCE Inc. and
Bell Canada
                  100%   2  

 CEO/Senior Management

 Governance

 

 Human Resources/Compensation

 Investment Banking/Mergers & Acquisitions

       

L.P. Pagnutti

Ontario

LOGO

  LOGO   65   2020   Corporate Director   C              100%   0  

 Accounting/Finance

 CEO/Senior Management

 

 Governance

 Risk Management

       

C. Rovinescu

Ontario

LOGO

  LOGO   68   2016   Corporate Director             C    100%   1  

 CEO/Senior Management

 Human Resources/Compensation

 

 Retail/Customer

 Risk Management

       

K. Sheriff

Ontario

LOGO

  LOGO   66   2017   Corporate Director               100%   1  

 CEO/Senior Management

 Risk Management

 

 Technology

 Telecommunications

       

J. Tory

Ontario

LOGO

  LOGO   68   2021   Corporate Director               100%   1  

 CEO/Senior Management

 Corporate Responsibility

 

 Human Resources/Compensation

 Retail/Customer

       

L. Vachon

Québec

LOGO

  LOGO   61   2022   Operating Partner –
J.C. Flowers & Co.
              100%   2  

 CEO/Senior Management

 Human Resources/Compensation

 

 Retail/Customer

 Risk Management

       

J. Wibergh

Barbados

LOGO

  LOGO   60   2023   Corporate Director                   100%   1  

 CEO/Senior Management

 Risk Management

 

 Technology

 Telecommunications

       

C. Wright

Ontario

LOGO

  LOGO   50   2021   President – Wittington Investments, Limited               100%   3(1)  

 Corporate Responsibility

 Governance

 

 Government/Regulatory Affairs

 Investment Banking/ Mergers & Acquisitions

 

(1)

In connection with being President of Wittington Investments, Limited, the controlling shareholder of George Weston Limited, Loblaw Companies Limited and Choice Properties REIT, C. Wright is a director of each of these companies, which are all affiliates in the Weston group.

 

2   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

 

Corporate governance

BCE’s Board of Directors (Board) and management believe that strong corporate governance practices contribute to superior results in creating and maintaining shareholder value. That is why we continually seek to strengthen our corporate governance practices and ethical business conduct by aiming to adopt best practices, and providing full transparency and accountability to our shareholders. The Board is responsible for the supervision of the business and affairs of the Corporation.

Board information and governance best practices

 
   
15   Size of Board
   
14   Independent Directors
99.6%   2023 Board and Committee Director Attendance Record
  Board Committee Members Are All Independent
  Board Diversity Policy and Target for Gender Representation
  Annual Election of All Directors
  Directors Elected Individually
  Majority Voting for Directors
  Separate Chair and CEO
  Board Interlocks Guidelines
  Directors’ Tenure Guidelines
  Board Renewal: 7 Non-Executive Director Nominees 7 Years Tenure
  Share Ownership Guideline for Directors and Executives
  Code of Business Conduct and Ethics Program
  Annual Advisory Vote on Executive Compensation
  Formal Board Evaluation Process
  Board Risk Oversight Practices
  ESG Strategy Reviewed by Board
  Robust Succession Planning

Executive compensation

BCE is focused on a pay-for-performance approach for all team members, including our executives. In order to attract, motivate and retain top talent, the Corporation offers a competitive total compensation package, with target positioning at the 60th percentile of the comparator group for strong performers.

 

BASE SALARY: rewards the scope and responsibilities of a position, with target positioning at the median of our comparator group.

 

ANNUAL INCENTIVE: encourages strong performance against yearly corporate and individual objectives.

 

LONG-TERM INCENTIVE: aligns with long-term interests of shareholders.

The mix of vehicles awarded under the long-term incentive plan favours the execution of multiple objectives. They are structured to create sustainable value for shareholders by attracting, motivating and retaining the executive officers needed to drive the business strategy, and rewarding them for delivering on our goal of advancing how Canadians connect with each other and the world, through the successful execution of our six strategic imperatives. As noted in the Compensation Discussion & Analysis, the Long-term incentive plan (LTIP) is comprised of 50% Restricted share units (RSUs) and 50% Performance share units (PSUs), and no changes were made to the LTIP program for 2023. No stock options have been granted since 2020.

2023 Target pay at risk(1)

 

LOGO

 

(1)

Based on 2023 target base salary. Pay at risk is annual short-term incentive plan, RSU awards and PSU awards. At-risk components are based on target levels. Excludes pension and other compensation elements.

 

 

 

Highlights

 

 

Gender diverse directors represent 38% of director nominees. Details on page 23.

 

 

 

Members of visible minorities / racialized persons represent 15% of director nominees. Details on page 23.

 

 

 

Conducted a comprehensive assessment of the effectiveness and performance of the Board and its committees. Details on page 25.

 

 

 

Approved our strategic plan, taking into account the opportunities and risks of the business units for the upcoming year. Details on page 19.

 

 

 

Overview of executive compensation

best practices adopted by BCE

 

 

Stringent share ownership requirements.

 

 

 

Emphasis on pay at risk for executive compensation.

 

 

 

Double trigger change-in-control policy.

 

 

 

Anti-hedging policy on share ownership and incentive compensation.

 

 

 

Clawbacks for the President & CEO and all EVPs as well as all option holders.

 

 

 

Caps on BCE Supplemental Executive Retirement Plans (SERP) and annual bonus payouts, in addition to long-term incentive grants.

 

 

 

Vesting criteria aligned to shareholder interests. Details on page 49.

 
 

 

  3


Table of Contents

 

Notice of 2024 annual general shareholder meeting and meeting materials 1

 

1

Notice of 2024 annual general shareholder meeting and meeting materials

 

Your vote is important

  

As a shareholder, it is very important that you read this material carefully and then vote your shares, either by proxy or online at the virtual meeting.

 

In this document, you, your and shareholder mean the common shareholders of BCE. We, us, our, Corporation and BCE mean, as the context may require, either BCE Inc., or, collectively, BCE Inc., Bell Canada, their subsidiaries, joint arrangements and associates, unless otherwise indicated. Bell means, as the context may require, either Bell Canada or, collectively, Bell Canada, its subsidiaries, joint arrangements and associates. The information in this document is provided as at March 7, 2024, unless otherwise indicated.

 

           
When   

Thursday, May 2, 2024, 9:30 a.m. (Eastern time)

Virtual meeting   

Virtual-only meeting via live video webcast at https://bce.lumiconnect.com/404404049

What the meeting   

1.

  

receiving the financial statements for the year ended December 31, 2023, including the auditors’ reports

is about   

2.

  

electing 13 directors who will serve until the end of the next annual shareholder meeting

  

3.

  

appointing the auditors who will serve until the end of the next annual shareholder meeting

  

4.

  

considering an advisory (non-binding) resolution on executive compensation

    

The meeting may also consider other business that properly comes before it.

You have the right to vote   

You are entitled to receive notice of and vote at our meeting, or any adjournment, if you are a holder of common shares of the Corporation on March 18, 2024.

    

You have the right to vote your shares on items 2 to 4 listed above and any other items that may properly come before the meeting or any adjournment.

Meeting materials   

As permitted by Canadian securities regulators, we are using notice-and-access to deliver this circular and our annual financial report (meeting materials) to both our registered and non-registered shareholders. This means that the meeting materials are being posted online for you to access, rather than being mailed out. Notice-and-access gives shareholders more choice, substantially reduces our printing and mailing costs, and is environmentally friendly as it reduces paper and energy consumption.

  

You will still receive a form of proxy or a voting instruction form in the mail so you can vote your shares, but, instead of receiving a paper copy of the meeting materials, you will receive a notice with information about how you can access the meeting materials electronically and how to request a paper copy. The meeting materials are available at www.meetingdocuments.com/TSXT/bce, on our website at BCE.ca, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov.

    

You may request a paper copy of the meeting materials at no cost up to one year from the date the meeting materials were filed on SEDAR+. You may make such a request at any time prior to the meeting at www.meetingdocuments.com/TSXT/bce or by contacting our transfer agent, TSX Trust Company (TSXT), at 1-800-561-0934 (toll free in Canada and the United States) or 416-682-3861 (other countries) and following the instructions. To ensure receipt of the paper copy in advance of the voting deadline and meeting date, we estimate that your request must be received no later than 4:45 p.m. (Eastern time) on April 11, 2024 (this factors the three business day period for processing requests as well as typical mailing times). After the meeting, requests may be made to our Investor Relations Group by calling 1-800-339-6353.

Approval of this circular   

The Board has approved the content of this circular and authorized it to be sent to shareholders, to each director and to the auditors.

  

By order of the Board,

  

 

LOGO

 

Martin Cossette

Senior Vice-President, Corporate Strategy (M&A) and Corporate Secretary

 

Montréal, Québec

March 7, 2024

 

4   BCE INC. 2024 PROXY CIRCULAR

 


Table of Contents

About voting your shares 2

 

2

About voting your shares

 

 

 

2.1

How to participate and vote

The record date for determining shareholders entitled to vote is March 18, 2024. You have one vote for each common share you hold on that date. As at March 7, 2024, 912,275,388 common shares were outstanding.

 

Registered shareholders

You are a registered shareholder when your name appears on your share certificate or your direct registration statement. Your proxy form tells you whether you are a registered shareholder.

OPTION 1 By proxy (proxy form)

You may give your voting instructions in the following manner:

 

LOGO

 

Internet

Go to www.meeting-vote.com

and follow the instructions.

LOGO

 

Telephone

Call 1-800-561-0934 (toll free in Canada and the United States) or 416-682-3861 (other countries) from a touch-tone phone for an agent to help you vote online.

LOGO

 

Fax or Email

Complete your proxy form and return it by fax to 416-595-9593,

LOGO

 

or scan and email to proxyvote@tmx.com.

LOGO

 

Mail

Complete your proxy form and return it in the prepaid envelope provided.

Our transfer agent, TSXT, must receive your proxy form or you must have voted by Internet or telephone before noon (Eastern time) on April 30, 2024.

OPTION 2 At the virtual meeting

Registered shareholders may vote at the meeting by voting online during the meeting, as further described below under Attending and participating at the meeting.

Non-registered shareholders

You are a non-registered shareholder when an intermediary (a bank, trust company, securities broker or other financial institution) holds your shares on your behalf. When you receive a voting instruction form, this tells you that you are a non-registered shareholder.

OPTION 1 By proxy (voting instruction form)

You may give your voting instructions in the following manner:

 

LOGO

 

Internet

Go to www.ProxyVote.com and follow the instructions. You will need the 16-digit Control Number located on your voting instruction form.

LOGO

 

Telephone

Call 1-800-474-7493 (English) or 1-800-474-7501 (French). You will need the 16-digit Control Number located on your voting instruction form. If you vote by telephone, you cannot appoint anyone other than the directors named on your voting instruction form as your proxyholder.

LOGO

 

Mail

Complete your voting instruction form and return it in the prepaid envelope provided.

Your intermediary must receive your voting instructions with sufficient time for your vote to be processed before noon (Eastern time) on April 30, 2024. If you vote by Internet or telephone, you must do so prior to noon (Eastern time) on April 29, 2024.

Alternatively, you may be a non-registered shareholder who will receive from your intermediary a proxy form that has been pre-authorized by your intermediary indicating the number of shares to be voted, which is to be completed, dated, signed and returned to TSXT by mail, fax or email before noon (Eastern time) on April 30, 2024.

OPTION 2 At the virtual meeting

Non-registered (beneficial) shareholders who have not duly appointed themselves as proxyholder will not be able to participate or vote at the meeting but will be able to attend the meeting as a guest. This is because we and TSXT, our transfer agent, do not have a record of the non-registered shareholders of the company and, as a result, will have no knowledge of your shareholdings or entitlement to participate or vote unless you appoint yourself as proxyholder.

If you are a non-registered shareholder and wish to participate and vote at the meeting, you MUST appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you MUST follow all of the applicable instructions, including meeting the deadline, provided by your intermediary. See Appointment of a third party as proxy and Attending and participating at the meeting below.

Appointment of a third party as proxy

The following applies to shareholders who wish to appoint someone as their proxyholder other than the BCE proxyholders named in the form of proxy or voting instruction form. This includes non-registered shareholders who wish to appoint themselves as proxyholder to attend, participate or vote at the meeting.

Shareholders who wish to appoint someone other than the BCE proxyholders as their proxyholder to attend and participate at the meeting as their proxy and vote their shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder, AND register that proxyholder online or by telephone, as described below. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a 13-digit Control Number that is required to participate and vote at the meeting.

STEP 1:

Submit your form of proxy or voting instruction form: To appoint someone other than the BCE proxyholders as proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted) and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

 

 

  5


Table of Contents

About voting your shares 2

 

If you are a non-registered shareholder and wish to participate and vote at the meeting, you MUST insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all of the applicable instructions provided by your intermediary AND register yourself as your proxyholder, as described below. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading Attending and participating at the meeting.

If you are a non-registered shareholder located in the United States and wish to participate and vote at the meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described below under Attending and participating at the meeting, you MUST obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you, or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to TSXT. Requests for registration from non-registered shareholders located in the United States that wish to participate and vote at the meeting or, if permitted, appoint a third party as their proxyholder must be sent by email or by courier to: proxyvote@tmx.com (if by email), or TSX Trust Company, Attention: Proxy Department, 1170 Birchmount Rd, Scarborough, ON M1P 5E3 (if by courier) and in both cases, must be labelled “Legal Proxy” and received no later than the voting deadline of noon (Eastern Time) on April 30, 2024.

STEP 2:

Register your proxyholder: To register a third-party proxyholder, shareholders MUST complete the online form available at https://www.tsxtrust.com/control-number-request or call TSXT at 1-800-561-0934 (toll free in Canada and the United States) or 416-682-3861 (other countries) by noon (Eastern time) on April 30, 2024, and provide TSXT with the required proxyholder contact information so that TSXT may provide the proxyholder with a 13-digit Control Number via email. Without a 13-digit Control Number, proxyholders will not be able to participate and vote at the meeting but will be able to attend the meeting as a guest.

 

If you are unsure whether you are a registered or non-registered shareholder, please contact TSXT by email at bce@tmx.com or by telephone at 1-800-561-0934 (in Canada and the United States) or 416-682-3861 (other countries).

If you are an individual shareholder, you or your authorized attorney must sign the proxy or voting instruction form. If you are a corporation or other legal entity, an authorized officer or attorney must sign the proxy or voting instruction form.

Attending and participating

at the meeting

BCE is holding the meeting in a virtual-only format, which will be conducted via live video webcast through the LUMI platform. Shareholders will not be able to attend the meeting in person. Attending the meeting online enables registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder, to participate at the meeting and ask questions (as well as make motions), all in real time. Registered shareholders and duly appointed proxyholders can vote online at the appropriate times during the meeting.

 

Log in online at https://bce.lumiconnect.com/404404049. The link will become accessible one hour before the meeting starts.

If you are a registered shareholder or duly appointed proxyholder, including a non-registered (beneficial) shareholder who has duly appointed yourself as proxyholder, select I have a login and then enter your 13-digit Control Number and password bce2024 (case sensitive).

Registered shareholders: Your 13-digit Control Number is the control number located on the form of proxy or in the email notification you received.

Duly appointed proxyholders: TSXT will provide the proxyholder with a 13-digit Control Number by email after the proxy voting deadline of noon (Eastern time) on April 30, 2024 has passed and the proxyholder has been duly appointed AND registered as described in Appointment of a third party as proxy above.

 

If you are a guest, including a non-registered (beneficial) shareholder who has not duly appointed yourself as proxyholder, select I am a guest and register online.

Guests can listen to the meeting, but are not able to vote, make motions or ask questions.

It is important that you are connected to the Internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to check into the meeting online and complete the related procedure. For additional information about attending the meeting online (including technical and logistical matters related to accessing the meeting online), refer to the LUMI AGM user guide available on our website at BCE.ca/AGM2024.

How to ask questions

Only registered shareholders and duly appointed proxyholders, including non-registered (beneficial) shareholders who have duly appointed themselves as proxyholder, can submit questions (or make motions):

 

In advance of the meeting: (1) through our website at BCE.ca/AGM2024, under Ask a Question; or (2) by contacting the Corporate Secretary by email at corporate.secretariat@bell.ca, by telephone at 514-786-8424, or at the address set out in section 12.4, entitled How to request more information. Questions submitted in advance must be received by 9:30 a.m. (Eastern time) on May 1, 2024, to be addressed at the meeting.

 

During the meeting: (1) in writing at https://bce.lumiconnect.com/404404049 by selecting the messaging tab and typing your question within the box at the top of the screen (once finished, press the “send” arrow to the right of the box to submit your question) – a BCE representative will read out the question at the meeting; or (2) by telephone through LUMI’s conference call facilities at 1-888-870-3025 (English) or 1-888-870-4559 (French) – a LUMI representative will dial you into the meeting at the appropriate time for you to ask your question (or make a motion, if applicable) live. Questions can be submitted at any time during the meeting until the chair of the meeting closes the question period.

It is recommended that shareholders and duly appointed proxyholders attending the meeting online submit their questions in advance of the meeting or as soon as possible during the meeting so that they can be addressed at the appropriate time.

Assuming they have been submitted in sufficient time, questions related to the matters of business to be voted on will be addressed at the time such matter is being discussed, before a vote is held on each matter. Other questions will be addressed during the question period after the formal business of the meeting has been completed. Questions submitted online will be moderated before being sent to the chair of the meeting. Questions on the same topic or otherwise related will be grouped, summarized and addressed at the same time.

Questions should be of interest to all shareholders and not personal in nature. To ensure fairness for all, the chair of the meeting will decide on the order questions are responded to and the amount of time allocated to each question. For more information on procedural matters relating to the meeting (including making motions), please see our code of

 

 

6   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

About voting your shares 2

 

procedures at BCE.ca/AGM2024. If you duly submit a question that is not answered during the meeting (including a question relating to a personal matter), we will communicate with you after the meeting if you have provided your contact information.

A video of the entire webcast (including the question period) will be available on our website following the meeting. If there are any questions that cannot be answered during the meeting due to time constraints, they will be posted on our website with the corresponding answers as soon as practicable after the meeting and will remain available until one week after posting.

LUMI has been facilitating annual shareholder meetings for over 30 years. The LUMI platform has been designed to be intuitive and easy to use for all shareholders. It is a platform for shareholders to ask questions, make

motions and otherwise share feedback, thereby allowing shareholders to engage and participate at meetings. We have used the LUMI platform for the past five annual general shareholder meetings and our Chair is familiar and experienced with the platform.

Accessing technical support

For any technical difficulties experienced during the check-in process or during the meeting, please contact LUMI at support-ca@lumiglobal.com.

 

For more information, including the LUMI AGM user guide and BCE’s code of procedures, consult BCE.ca/AGM2024.

 

 

 

 

2.2

How your shares will be voted

You can choose to vote “For”, “Withhold” or “Against”, depending on the item to be voted on.

When you sign the proxy form or voting instruction form, you authorize Gordon M. Nixon, Mirko Bibic, Robert P. Dexter or Monique F. Leroux, who are all directors, to vote your shares for you at the meeting according to your instructions. If you return your proxy form or voting instruction form and do not tell us how you want to vote your shares, your vote will be counted:

 

FOR electing the 13 nominated directors listed in the circular

 

FOR appointing Deloitte LLP as auditors

 

FOR approving the advisory resolution on executive compensation.

You may appoint another person to attend the virtual meeting online and vote your shares for you. If you wish to do so, follow the instructions set out above in section 2.1, entitled How to participate and vote. This person does not have to be a shareholder. Your proxyholder will vote your shares as your proxyholder sees fit on any amendments to the items to be voted on and on any other items that may properly come before the meeting or any adjournment.

The election of directors, appointment of the auditors and approval of the advisory resolution on executive compensation will each be determined by a majority of votes cast at the meeting by proxy or by attending the virtual meeting online.

 

 

 

2.3

Changing your vote

You can change a vote you made by proxy by:

 

voting again on the Internet or by telephone before noon (Eastern time) on April 30, 2024, if you are a registered shareholder, or noon (Eastern time) on April 29, 2024, if you are a non-registered shareholder;

 

if you are a registered shareholder, completing a proxy form that is dated later than the proxy form you are changing and sending it by mail, email or fax as instructed on your proxy form so that it is received before noon (Eastern time) on April 30, 2024; or

 

if you are a non-registered shareholder, contacting your intermediary to find out what to do.

If you are a registered shareholder, you can also revoke a vote you made by proxy by sending a notice in writing from you or your authorized attorney to our Corporate Secretary so that it is received before noon (Eastern time) on April 30, 2024.

 

 

 

2.4

Other information

TSXT counts and tabulates the votes. It does this independently of us to make sure that the votes of individual shareholders are confidential. Proxy forms or voting instruction forms are referred to us only when it is clear that a shareholder wants to communicate with management, the validity of the form is in question or the law requires it.

To help you make an informed decision, please read this circular and our annual financial report for the year ended December 31, 2023, which you can access on our website at BCE.ca, at www.meetingdocuments.com/TSXT/bce, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. This circular tells you about the meeting, the nominated directors, the proposed auditors, the Board’s committees, our corporate governance practices, and the compensation of directors and executives.

The annual financial report gives you a review of our activities for the past year and includes a copy of our annual financial statements and the related management’s discussion and analysis (MD&A). For our caution regarding forward-looking statements, see section 13, entitled Caution regarding forward-looking statements.

Proxy forms, notice-and-access notifications and proxy materials, if applicable, are sent to our registered shareholders through our transfer agent, TSXT. We do not send voting instruction forms, notice-and-access notifications and proxy materials, if applicable, directly to non-registered shareholders and instead use the services of Broadridge Investor Communication Solutions, Canada, who acts on behalf of intermediaries to send such materials.

 

 

 

2.5

Questions

If you have any questions about the information contained in this document or require assistance in completing your proxy form or voting instruction form, please contact our proxy solicitation agent, TMX Investor Solutions Inc.:

North American toll free phone: 1-866-406-2287

International phone (outside of North America): 201-806-7301

Email: INFO_TMXIS@TMX.com

Your proxy is solicited by management. In addition to solicitation by mail, our employees or agents may solicit proxies by telephone or other ways at a nominal cost. We have retained TMX Investor Solutions Inc. to solicit proxies for us in Canada and the United States at an estimated cost of $40,000. We pay the costs of these solicitations.

 

 

  7


Table of Contents

What the meeting will cover 3

 

3

What the meeting will cover

 

 

 

3.1

Receiving our financial statements

BCE’s annual audited financial statements are included in our 2023 annual financial report.

 

 

 

3.2

Electing directors

Please see section 4, entitled About the nominated directors, for more information. Directors appointed at the meeting will serve until the end of the next annual shareholder meeting, or until their resignation, if earlier.

All of the 13 individuals nominated for election as directors are currently members of the Board, and each was elected at our 2023 annual shareholder meeting, held on May 4, 2023, by at least a majority of the votes cast, with the exception of Johan Wibergh, who was appointed to the Board in November 2023. For details of the voting results for the nominees who were elected at our 2023 annual shareholder meeting, please see section 4 About the nominated directors. David F. Denison and Robert C. Simmonds will be retiring at the end of the meeting. At our 2023 annual shareholder meeting, D.F. Denison and R.C. Simmonds received, respectively, 364,645,134 (98.14%) and 366,838,907 (98.73%) votes FOR their election as a director.

The Board recommends that you vote FOR the election of the 13 individuals nominated.

Majority voting

Amendments to the Canada Business Corporations Act (CBCA), which came into force on August 31, 2022, established a majority voting requirement for directors. Specifically, the CBCA requires that, for elections at which there is only one candidate nominated for each position available on the Board, shareholders vote “for” or “against” individual directors (rather than “for” or “withhold”) and each candidate is elected only if they receive a majority of votes cast in their favour. The CBCA provides that if an incumbent director is not elected in those circumstances, the director may continue in office until the earlier of (i) the 90th day after the day of the election, and (ii) the day on which their successor is appointed or elected.

 

 

You will be electing the 13 members of your Board

If you do not specify how you want your shares voted, the directors named as proxyholders in the proxy form or voting instruction form intend to cast the votes represented by proxy at the meeting FOR the election of all nominees listed in this circular.

 

 

 

3.3

Appointing the auditors

The Board, on the advice of the Audit Committee, recommends that you vote FOR the appointment of Deloitte LLP as auditors. At our 2023 annual shareholder meeting, Deloitte LLP received 347,443,400 (87.49%) votes FOR its appointment as auditors. The audit firm appointed at the meeting will serve until the end of the next annual shareholder meeting, or its earlier resignation in connection with the RFP for auditor services described below.

The Audit Committee performs an annual assessment of the quality of the services rendered, their communication and the performance by Deloitte LLP as auditors of the Corporation. This assessment is based, among other things, on the audit plan submitted, the risk areas identified, the nature of the audit findings, the reports presented to the Audit Committee, a review of relevant inspection reports issued by the Canadian Public Accountability Board (CPAB) and the U.S. Public Company Accounting Oversight Board (PCAOB), and a survey of management and the Audit Committee members as it relates to auditor independence, objectivity, professional scepticism, quality of service, quality of the audit engagement team and communications. Further, the Audit Committee evaluates the benefits and risks of having a long-tenured auditor and the controls and processes that ensure their independence, such as mandatory partner rotations every five years.

A more comprehensive review is conducted every five years. The last comprehensive review was performed in 2021 and covered the five-year period ended on December 31, 2020. The scope of the review covered audit quality, including independence, objectivity and professional scepticism, quality of service, communication and Deloitte LLP’s ability to meet BCE’s future needs. As part of the review, the Audit Committee analyzed instances where Deloitte LLP challenged management and clearly demonstrated professional scepticism, conducted interviews with Deloitte LLP’s senior Canadian firm management as well as internal senior management, and reviewed CPAB and PCAOB inspection reports issued from 2015 to 2020.

Given the satisfactory results of the annual assessment regarding the 2023 audit and the comprehensive review performed in 2021 covering the five-year period ended on December 31, 2020, the Board, on the

advice of the Audit Committee, recommends that you vote FOR the appointment of Deloitte LLP as auditors of the Corporation for the financial year ending December 31, 2024.

In keeping with our focus on strong corporate governance practices and given the long tenure of Deloitte LLP as the Corporation’s auditors, the Audit Committee completed a comprehensive request for proposal process for the 2025 external audit engagement (the RFP). After careful consideration, on the advice of the Audit Committee, the Board selected Ernst & Young LLP, subject to shareholder approval. Ernst & Young LLP was selected based on the qualifications of its audit team, staffing model, technology and independence. The Corporation extends its gratitude to Deloitte LLP for the quality of expertise and insight they have provided to the Corporation.

Deloitte LLP will continue as auditors of the Corporation for the financial year ending December 31, 2024. Ernst & Young LLP will commence a transition process with Deloitte LLP during the financial year ending December 31, 2024 in order to ensure an orderly transfer. Deloitte LLP will resign as the Corporation’s auditors effective on the business day following the filing of BCE’s audited consolidated financial statements for the year ending December 31, 2024 and the auditors’ report thereon, and, effective on the same date, the Board will appoint Ernst & Young LLP to fill the vacancy and hold office until the 2025 annual shareholder meeting. BCE intends to propose to shareholders, at its 2025 annual shareholder meeting, that Ernst & Young LLP be appointed as auditors until the end of the next annual shareholder meeting. Additional information and documents related to the change of auditors will be provided in next year’s management proxy circular.

 

 

You will be appointing your auditors

If you do not specify how you want your shares voted, the directors named as proxyholders in the proxy form or voting instruction form intend to cast the votes represented by proxy at the meeting FOR the appointment of Deloitte LLP as auditors.

 

 

8   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

About the nominated directors 4

 

External auditors’ fees

The table below shows the fees that BCE’s external auditors, Deloitte LLP, billed to BCE and its subsidiaries for various services in each of the past two fiscal years.

 

                                                             
     
     

2023

  (in $ millions)

   

2022

  (in $ millions)

 

Audit fees(1)

     10.1        9.8   

Audit-related fees(2)

     3.5       3.3  

Tax fees (3)

     0.3       0.3  

All other fees(4)

     0.1       0.1  

Total(5)

     14.0       13.5  
(1)

These fees include professional services provided by the external auditors for statutory audits of the annual financial statements, the audit of the effectiveness of internal control over financial reporting, the review of interim financial reports, the review of financial accounting and reporting matters, the review of securities offering documents, and translation services.

 

(2)

These fees relate to non-statutory audits and due diligence procedures, and other regulatory audits and filings.

 

(3)

These fees include professional services for tax compliance, tax advice and assistance with tax audits.

 

(4)

These fees include any other fees for permitted services not included in any of the above-stated categories.

 

(5)

The amounts of $14.0 million in 2023 and $13.5 million in 2022 reflect fees billed in those fiscal years without taking into account the year to which those services relate. Total fees for services provided for each fiscal year amounted to $10.8 million in 2023 and $10.5 million in 2022.

 

 

 

3.4

Considering an advisory resolution on executive compensation

Our executive compensation philosophy, policies and programs are based on the fundamental principle of pay-for-performance to align the interests of our executives with those of our shareholders. This compensation approach allows us to attract and retain high-performing executives who will be strongly incentivized to create value for our shareholders on a sustainable basis. As a shareholder, you are asked to consider the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in this management proxy circular provided in advance of the 2024 Annual General Shareholder Meeting.

The Board recommends that you vote FOR this resolution. At our 2023 annual shareholder meeting, 343,801,294 (92.53%) votes were received FOR the advisory resolution on executive compensation.

 

You will vote on an advisory resolution

on executive compensation

Because your vote is advisory, it will not be binding upon the Board. However, the Management Resources and Compensation Committee (Compensation Committee) will review and analyze the results of the vote and take into consideration such results when reviewing our executive compensation philosophy, policies and programs. Please see section 6.3, entitled Shareholder engagement, for more details on how you can ask questions and provide comments to the Board and the Compensation Committee on executive compensation.

If you do not specify how you want your shares voted, the directors named as proxyholders in the proxy form or voting instruction form intend to cast the votes represented by proxy at the meeting FOR the adoption of the advisory resolution on executive compensation.

 

 

 

 

3.5

Other business

At the meeting, we will also:

 

provide an update on our business operations, and

 

invite questions and comments from shareholders.

If you are not a shareholder, you may view the meeting webcast as a guest.

As of the date of this circular, management is not aware of any changes to these items and does not expect any other items to be brought forward at the meeting. If there are changes or new items, your proxyholder can vote your shares on these items as your proxyholder sees fit.

 

 

4

About the nominated directors

 

 

 

The following pages include a profile of each nominated director, with an explanation of each nominated director’s experience, qualifications, top four areas of expertise, attendance at meetings of the Board and its committees, ownership and value of equity securities of BCE and extent of fulfilment of the five-year BCE share ownership guideline (based on December 31, 2023 ownership), previous voting results, as well as participation on the boards of other public companies (as well as certain private entities). A tabular summary of our directors’ top skills can be found in section 6.1, entitled Board of Directors, under the heading Competency requirements and other information. Current committee memberships and current committee chairpersons can be found under the heading Committees of the Board of Directors in section 6.1. For more information on the compensation paid to non-executive directors, please refer to section 5, entitled Director compensation. For more information on our five-year share ownership guideline, please refer to section 5.3, entitled Share ownership guideline.

The following table discloses the total holdings of BCE common shares and deferred share units (DSUs) of the nominated directors as at December 31, 2023 and 2022. The total value of common shares and DSUs held by non-executive director nominees is determined by multiplying the number of common shares and DSUs of BCE held by each director nominee by the closing price of BCE’s common shares on the Toronto Stock Exchange as at December 29, 2023 and December 30, 2022, being $52.17 and $59.49, respectively.

Total shareholdings of nominated directors

 

                                                             
     
      December 31, 2023       December 31, 2022   

BCE Common Shares

     121,753         106,861   

BCE Deferred Share Units

     512,777         412,050   

Total Shares/DSUs

     634,530         518,911   

Value ($)

     33,354,497         31,125,786   

 

 

Your directors own a significant shareholding

interest in BCE, aligning their interests with yours

 

 

  9


Table of Contents

About the nominated directors 4

 

Mirko Bibic

Toronto (Ontario) Canada

LOGO

  

President and CEO

BCE Inc. and Bell Canada

Since January 2020

 

Age: 56

 

Status: Not Independent

 

Joined Board: January 2020

 

Top 4 Areas of Expertise:

 CEO/Senior Management

 Government/Regulatory Affairs

 Media/Content

 Telecommunications

 

2023 Annual Meeting Votes For:

369,941,369 (99.57%)

President and Chief Executive Officer of BCE Inc. and Bell Canada since January 2020, M. Bibic leads the Bell group of companies with a strategy to deliver the best networks, champion customer experience, drive service and content innovation, operate with agility and efficiency, and support the Bell team and our communities toward a sustainable future.

M. Bibic was previously Bell’s Chief Operating Officer since October 2018, responsible for all operations of Bell Mobility, Bell Business Markets, and Bell Residential and Small Business. He has also served as Executive Vice President, Corporate Development and as Chief Legal and Regulatory Officer.

M. Bibic joined Bell in 2004 as Senior Vice President, Regulatory and was named Canadian General Counsel of the Year in 2017. He holds a Bachelor of Commerce degree from McGill University and a Law degree from the University of Toronto, and serves on the boards of Royal Bank of Canada and Maple Leaf Sports & Entertainment. He is also co-chair of the Kids Help Phone campaign. Born and raised in the Montréal area, M. Bibic is fluently bilingual.

Board & committee attendance during 2023

 

       
     Regular       Special     Total

Board

    6/6       2/2     8/8

Total Board & Committee Attendance

 

           100%

Other public board directorships

 

   
Present boards      

Royal Bank of Canada

   2022–present
   
Past boards (last five years)      

N/A

    

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     23,565      21,060

BCE DSUs

     162,574      136,146

Total Shares/DSUs (#)

     186,139      157,206

Total Value ($)

     9,961,938      9,607,954

Share ownership guidelines

 

Please see the heading Share ownership requirements on page 56 under section 9.6, entitled 2023 Compensation elements, for more details on M. Bibic’s specific share ownership requirements. Share ownership value is calculated using the higher of acquisition cost and the current market value at December 31.

 

 

 

 

 

Robert P. Dexter

Halifax (Nova Scotia) Canada

LOGO

  

Chair and CEO

Maritime Travel Inc.

Since July 1979

 

Age: 72

 

Status: Independent

 

Joined Board: November 2014

 

Top 4 Areas of Expertise:

 Governance

 Human Resources/Compensation

 Retail/Customer

 Risk Management

 

2023 Annual Meeting Votes For:

369,628,887 (99.48%)

Robert Dexter has been Chair and CEO of Maritime Travel Inc. (an integrated travel company) since 1979. He holds both a bachelor’s degree in Commerce and a bachelor’s degree in Law from Dalhousie University and was appointed Queen’s Counsel in 1995.

Mr. Dexter has over 20 years of experience in the communications sector, having served as a director of Maritime Tel & Tel Limited from 1997 to 1999 prior to joining the Aliant and, later, the Bell Aliant boards until October 2014. Mr. Dexter was also Chair of Sobeys Inc. and Empire Company Limited from 2004 to 2016, and is a director of High Liner Foods Inc.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Compensation Committee

  5/5     5/5

Risk and Pension Fund Committee

  5/5     5/5

Total Board & Committee Attendance

        100%

Other public board directorships

 

   
Present boards      

High Liner Foods Inc.

   1992–present
   
Past boards (last five years)      

Wajax Corporation (Chair)

   1988–2022

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     7,526      7,526

BCE DSUs

     71,527      62,685

Total Shares/DSUs (#)

     79,053      70,211

Total Value ($)

     4,124,195      4,176,852

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): Met (3.2×)

 

 

 

10   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

About the nominated directors 4

 

Katherine Lee (1)

Toronto (Ontario) Canada

LOGO

  

Corporate Director

Since March 2018

 

Age: 60

 

Status: Independent

 

Joined Board: August 2015

 

Top 4 Areas of Expertise:

 Accounting/Finance

 CEO/Senior Management

 Governance

 Risk Management

 

2023 Annual Meeting Votes For:

368,606,578 (99.21%)

Katherine Lee is a corporate director and, from 2010 to February 2015, served as President and CEO of GE Capital Canada (a leading global provider of financial and fleet management solutions to mid-market companies operating in a broad range of economic sectors).

Prior to this role, Ms. Lee served as CEO of GE Capital Real Estate in Canada from 2002 to 2010, building it to a full debt and equity operating company. Ms. Lee joined GE in 1994, where she held a number of positions, including Director, Mergers & Acquisitions, for GE Capital’s Pension Fund Advisory Services based in San Francisco, and Managing Director of GE Capital Real Estate Korea based in Seoul and Tokyo.

Ms. Lee earned a Bachelor of Commerce degree from the University of Toronto. She is a Chartered Professional Accountant and Chartered Accountant. She is active in the community, championing women’s networks and Asia-Pacific forums.

Ms. Lee is a director of Colliers International Group and Public Sector Pension Investments.

Board & committee attendance during 2023

 

       
     Regular    Special   Total

Board

  6/6   2/2   8/8

Audit Committee

  5/5     5/5

Governance Committee

  4/4     4/4

Total Board & Committee Attendance

   100%

Other public board directorships

 

   
Present boards      

Colliers International Group Inc.

   2015–present
   
Past boards (last five years)      

N/A

    

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     6,000      6,000

BCE DSUs

     29,830      25,781

Total Shares/DSUs (#)

     35,830      31,781

Total Value ($)

     1,869,251      1,890,652

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): Met (1.4×)

 

 

(1)

Audit Committee financial expert and audit financial expert.

 

 

 

 

Monique F. Leroux,

C.M., O.Q., FCPA, FCA(1)

Montréal (Québec) Canada

LOGO

  

Corporate Director

Since April 2016

 

Age: 69

 

Status: Independent

 

Joined Board: April 2016

 

Top 4 Areas of Expertise:

 Accounting/Finance

 CEO/Senior Management

 Corporate Responsibility

 Governance

 

2023 Annual Meeting Votes For:

367,207,758 (98.83%)

Companion of the Canadian Business Hall of Fame and inductee into the Canadian Accounting Hall of Fame and the Investment Industry Hall of Fame, Monique Leroux is a corporate director, who serves as an independent board member of Michelin Group (Michelin) and Alimentation Couche-Tard Inc. As such, she brings to these boards her diverse experience, among others as Audit Partner at Ernst and Young from 1988 to 1995 and Chair of the Board and Chief Executive Officer of Desjardins Group from 2008 to 2016. Ms. Leroux is Chair of Michelin’s Corporate Social Responsibility Committee, which oversees ESG (including climate change) matters for the company.

In 2020, Ms. Leroux acted as Chair of the Industry Strategy Council appointed by the Minister of Innovation, Science and Industry Canada. From 2016 to 2020, she was Chair of the Board of Investissement Québec. She is Vice-Chair of the Orchestre symphonique de Montréal and she is also Chair of the Boards of the University of Sherbrooke and Conservatoire de musique et d’art dramatique du Québec.

Ms. Leroux is a Member of the Order of Canada, an Officer of the Ordre national du Québec, a Chevalier of the Légion d’honneur (France) and a recipient of the Woodrow Wilson Award (United States). She has been awarded Fellowships by the Ordre des comptables professionnels agréés du Québec and the Institute of Corporate Directors and holds honourary doctorates from 10 Canadian universities in recognition of her contributions to the business sector and to the community.

Board & committee attendance during 2023

 

       
     Regular    Special   Total

Board

  6/6   2/2   8/8

Audit Committee

  5/5     5/5

Governance Committee

  4/4     4/4

Total Board & Committee Attendance

       100%

Other public board directorships

 

   
Present boards      

Alimentation Couche-Tard Inc.

   2015–present

Michelin Group

   2015–present
   
Past boards (last five years)      

S&P Global Inc.

   2016–2022

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     2,000      2,000

BCE DSUs

     36,811      29,804

Total Shares/DSUs (#)

     38,811      31,804

Total Value ($)

     2,024,770      1,892,020

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): Met (1.6×)

 

 

(1)

Audit Committee financial expert and audit financial expert.

 

 

  11


Table of Contents

About the nominated directors 4

 

Sheila A. Murray

Toronto (Ontario) Canada

LOGO

  

Corporate Director

Since April 2019

 

Age: 68

 

Status: Independent

 

Joined Board: May 2020

 

Top 4 Areas of Expertise:

 CEO/Senior Management

 Governance

 Human Resources/Compensation

 Investment Banking/Mergers & Acquisitions

 

2023 Annual Meeting Votes For:

369,350,083 (99.41%)

Sheila Murray is a corporate director and, from 2016 to 2019, served as President of CI Financial Corp. (an investment fund company). Previously, she had been Executive Vice President, General Counsel and Secretary following a 25-year career at Blake, Cassels & Graydon LLP (a law firm), where she practiced securities law with an emphasis on mergers and acquisitions, corporate finance and corporate reorganizations. Ms. Murray played a key role in directing the operations and setting corporate strategy for CI Financial Corp. and its operating companies, including CI Investments Inc. and Assante Wealth Management. Her role included leading CI’s mentoring program, which fosters the advancement of high-potential female employees.

Ms. Murray is past Chair of the Dean’s Council at Queen’s University Law School and is currently a member of the Queen’s University Board of Trustees. She has taught securities regulation at Queen’s University. She has also taught corporate finance at the University of Toronto’s Global Professional LLM in Business Law Program.

Ms. Murray is Chair of the Board of Teck Resources Limited (Teck) and a trustee of Granite REIT, and has been a director of a number of other private and public companies. Ms. Murray received her Bachelor of Commerce, and Law degrees from Queen’s University. In her capacity as Chair of the Board of Teck, a mining company, Ms. Murray oversees significant ESG (including climate change and sustainability) related matters. Ms. Murray is also a member of the Advisory Board of the World Economic Forum’s Climate Governance Initiative and has completed training on board oversight of climate change. She has also completed her Global Competent Board Sustainability & ESG Designation and certificate (GCB.D), which included a session on climate change and biodiversity.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Compensation Committee

  5/5     5/5

Risk and Pension Fund Committee

  5/5     5/5

Total Board & Committee Attendance

   100%

Other public board directorships

 

   
Present boards      

Teck Resources Limited (Chair)

   2018–present

Granite REIT (Trustee)

   2019–present
   
Past boards (last five years)      

CI Financial Corp.

   2018–2022

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     4,500      4,500

BCE DSUs

     16,413      11,022

Total Shares/DSUs (#)

     20,913      15,522

Total Value ($)

     1,091,031      923,404

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): May 2025 (0.8×)

 

 

 

 

Gordon M. Nixon,

C.M., O.Ont.

Toronto (Ontario) Canada

LOGO

  

Corporate Director

Since September 2014

 

Age: 67

 

Status: Independent

 

Joined Board: November 2014

 

Top 4 Areas of Expertise:

 CEO/Senior Management

 Governance

 Human Resources/Compensation

 Investment Banking/Mergers & Acquisitions

 

2023 Annual Meeting Votes For:

368,833,321 (99.27%)

Gordon Nixon has been Chair of the Board of BCE Inc. and Bell Canada since April 2016. He was President and CEO of the Royal Bank of Canada from August 2001 to August 2014. Mr. Nixon first joined RBC Dominion Securities Inc. in 1979, and was Head of the Investment Banking Division when it was acquired by Royal Bank in 1988 and was appointed CEO of RBC Capital Markets in 1999.

Mr. Nixon is a past Chair of MaRS, a Toronto-based network of partners that helps entrepreneurs launch and grow innovative companies, and is a Trustee of the Art Gallery of Ontario. He is a Director and Chair of the Nominating, Governance and Sustainability Committee at BlackRock, Inc. and is Lead Director of George Weston Limited.

Mr. Nixon earned a Bachelor of Commerce degree with Honours from Queen’s University and was awarded honourary Doctorate of Law degrees from Queen’s University and Dalhousie University. He is a Member of the Order of Canada and the Order of Ontario, and was inducted into the Canadian Business Hall of Fame.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board (Chair)

  6/6   2/2   8/8

Total Board & Committee Attendance

       100%

Other public board directorships

 

   
Present boards      

George Weston Limited

   2014–present

BlackRock, Inc.

   2015–present
   
Past boards (last five years)      

N/A

    

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     20,000      20,000

BCE DSUs

     82,547      68,499

Total Shares/DSUs (#)

     102,547      88,499

Total Value ($)

     5,349,877      5,264,806

Share ownership guideline: met or target date to meet

 

Five-Year Target ($2,625,000): Met (2.0×)

 

 

 

12   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

About the nominated directors 4

Louis P. Pagnutti,

FCPA, FCA (1)

Toronto (Ontario) Canada

LOGO

  

Corporate Director

Since September 2020

 

Age: 65

 

Status: Independent

 

Joined Board: November 2020

 

Top 4 Areas of Expertise:

 Accounting/Finance

 CEO/Senior Management

 Governance

 Risk Management

 

2023 Annual Meeting Votes For:

368,223,920 (99.10%)

Louis Pagnutti is a corporate director and was Global Managing Partner Business Enablement of EY (a professional services firm) and a member of EY’s Global Executive Board until his retirement in September 2020. As Global Managing Partner, he was responsible for EY’s business functions across the globe. He oversaw EY’s strategy and its execution for all functions, including technology, finance, risk management, legal, shared services, and procurement.

Mr. Pagnutti joined EY Assurance in 1981, before moving to EY Tax in 1986. From 2004 until 2010, he was Chair and CEO of EY Canada and a member of the EY Americas Executive Board. He was EY Asia-Pacific Area Managing Partner from 2010 to 2013.

Mr. Pagnutti holds an Honours Bachelor of Commerce degree from Laurentian University. He earned his Chartered Accountant designation in 1983 and was honoured with a Fellow Chartered Accountant designation in 2006.

He has served on the Sunnybrook Hospital Foundation and Pathways to Education boards. Mr. Pagnutti initiated EY Canada’s role as National Volunteer Partner of Pathways to Education, a program dedicated to helping high school students from low-income and under-represented groups complete high school and pursue post-secondary education.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Audit Committee

  5/5     5/5

Risk and Pension Fund Committee

  5/5     5/5

Total Board & Committee Attendance

   100%

Other public board directorships

 

                              
   
Present boards        

N/A

  
   
Past boards (last five years)        

N/A

        

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     1,625      1,050

BCE DSUs

     15,914      9,962

Total Shares/DSUs (#)

     17,539      11,012

Total Value ($)

     915,010      655,104

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): November 2025 (0.7×)

 

 

(1)

Audit Committee financial expert and audit financial expert.

 

 

 

 

Calin Rovinescu, C.M.

Toronto (Ontario) Canada

LOGO

  

Corporate Director

Since February 2021

 

Age: 68

 

Status: Independent

 

Joined Board: April 2016

 

Top 4 Areas of Expertise:

 CEO/Senior Management

 Human Resources/Compensation

 Retail/Customer

 Risk Management

 

2023 Annual Meeting Votes For:

369,460,132 (99.44%)

Calin Rovinescu is a corporate director, venture capital investor and senior advisor to several corporations. He served as President and Chief Executive Officer of Air Canada from April 2009 until his retirement on February 15, 2021, and also held various senior leadership roles from 2000 to 2004.

From 2004 to 2009, Mr. Rovinescu was a co-founder and Principal of Genuity Capital Markets, an independent investment bank. Prior to 2000, he was the Managing Partner of the law firm Stikeman Elliott in Montréal.

Mr. Rovinescu was Chair of the Star Alliance Chief Executive Board from 2012 to 2016 and Chair of the International Air Transport Association from 2014 to 2015.

He is a member of the Board of Directors of the Bank of Nova Scotia and a senior advisor to Brookfield Asset Management Inc. and Teneo. Mr. Rovinescu holds Bachelor of Laws degrees from Université de Montréal and the University of Ottawa and has been awarded six honourary doctorates from universities in Canada, Europe and the United States. Mr. Rovinescu served as Chancellor of the University of Ottawa from 2015 to 2022. In 2016, Mr. Rovinescu was recognized as Canada’s Outstanding CEO of the Year by the Financial Post Magazine. In 2019, he was recognized as Strategist of the Year and as Canada’s Outstanding CEO of the Year for the second time by The Globe and Mails Report on Business magazine. Mr. Rovinescu is a member of the Order of Canada and was inducted into the Canadian Business Hall of Fame in 2021.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Compensation Committee

  5/5     5/5

Risk and Pension Fund Committee

  5/5     5/5

Total Board & Committee Attendance

       100%

Other public board directorships

 

   
Present boards      

The Bank of Nova Scotia

   2020–present
   
Past boards (last five years)      

Air Canada

   2009–2021

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     28,030      26,290

BCE DSUs

     36,811      29,804

Total Shares/DSUs (#)

     64,841      56,094

Total Value ($)

     3,382,755      3,337,032

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): Met (2.6×)

 

 

 

  13


Table of Contents

About the nominated directors 4

 

Karen Sheriff

Toronto (Ontario) Canada

LOGO

  

Corporate Director

Since October 2016

 

Age: 66

 

Status: Independent

 

Joined Board: April 2017

 

Top 4 Areas of Expertise:

CEO/Senior Management

Risk Management

Technology

Telecommunications

 

2023 Annual Meeting Votes For:

368,554,935 (99.19%)

Karen Sheriff was President and CEO of Q9 Networks Inc. (a data centre services provider) from January 2015 to October 2016. Prior to her role at Q9, she was President and CEO of Bell Aliant (a telecommunications company) from 2008 to 2014, following more than nine years in senior leadership positions at BCE. Ms. Sheriff is a director of Emera Inc., and is also a past director of the Canada Pension Plan Investment Board (an investment management organization).

Early on in her career, Ms. Sheriff spent over 10 years at United Airlines, in the areas of marketing and strategy. Ms. Sheriff holds a master’s degree in Business Administration, with concentrations in Marketing and Finance, from the University of Chicago. She was named one of Canada’s top 25 Women of Influence for both 2013 and 2014 by Women of Influence Inc. In 2012, she was named Woman of the Year by Canadian Women in Communications and Technology, and has been recognized as one of Atlantic Canada’s Top 50 CEOs by Atlantic Business Magazine and one of Canada’s Top 100 Most Powerful Women on multiple occasions.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Governance Committee

  4/4     4/4

Risk and Pension Fund Committee

  5/5     5/5

Total Board & Committee Attendance

   100%

Other public board directorships

 

   
Present boards      

Emera Inc.

   2021–present
   
Past boards (last five years)      

WestJet Airlines Ltd.

   2016–2019

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     6,075      6,075

BCE DSUs

     30,352      24,088

Total Shares/DSUs (#)

     36,427      30,163

Total Value ($)

     1,900,397      1,794,397

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): Met (1.5×)

 

 

 

Jennifer Tory, C.M.

Toronto (Ontario) Canada

LOGO

  

Corporate Director

Since December 2019

 

Age: 68

 

Status: Independent

 

Joined Board: April 2021

 

Top 4 Areas of Expertise:

CEO/Senior Management

Corporate Responsibility

Human Resources/Compensation

Retail/Customer

 

2023 Annual Meeting Votes For:

369,630,420 (99.48%)

Jennifer Tory is a corporate director who was, until her retirement in December 2019, the Chief Administrative Officer of RBC (a chartered bank), where she held responsibility for Brand, Marketing, Citizenship (ESG) & Communications, Procurement and Real Estate functions globally. Prior to this role, she was Group Head, Personal & Commercial Banking, leading RBC’s retail and commercial customer businesses and operations in Canada and the Caribbean from 2014–2017.

Throughout her 42-year career, Ms. Tory held a number of key senior operating positions across retail distribution and operations, including overseeing digital and cost transformation of the business. An acknowledged community leader and fundraiser, she currently sits on the board of the Sunnybrook Hospital Foundation and is past Chair of the board of the Toronto International Film Festival. A champion of diversity, Ms. Tory is the recipient of numerous awards recognizing her work related to the advancement of women and advocacy for BIPOC and LGBTQ+ communities. She has completed her Global Competent Board Sustainability & ESG Designation and Certificate (GCB.D), which included a session on climate change and biodiversity.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Audit Committee

  5/5     5/5

Compensation Committee

  5/5     5/5

Total Board & Committee Attendance

   100%

Other public board directorships

 

   
Present boards      

Allied Properties REIT

   2020–present
   
Past boards (last five years)      

N/A

    

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     5,843      5,843

BCE DSUs

     11,807      6,705

Total Shares/DSUs (#)

     17,650      12,548

Total Value ($)

     920,801      746,481

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): April 2026 (0.7×)

 

 

 

14   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

About the nominated directors 4

 

Louis Vachon, C.M., O.Q.

Montréal (Québec) Canada

LOGO

  

Operating Partner

J.C. Flowers & Co.

Since January 2022

 

Age: 61

 

Status: Independent

 

Joined Board: October 2022

 

Top 4 Areas of Expertise:

CEO/Senior Management

Human Resources/Compensation

Retail/Customer

Risk Management

 

2023 Annual Meeting Votes For:

366,267,828 (98.58%)

Louis Vachon is an Operating Partner at J.C. Flowers & Co. Previously, he was President and Chief Executive Officer of the National Bank of Canada, from June 2007 to November 2021. Mr. Vachon is also a corporate director who serves on the boards of directors of Alimentation Couche-Tard Inc., Groupe CH Inc. and MDA Ltd. and is involved with a number of social and cultural organizations.

Mr. Vachon holds a master’s degree in International Finance from Tufts’ Fletcher School, a bachelor’s degree in Economics from Bates College, and is a Chartered Financial Analyst.

Mr. Vachon is a recipient of the Global Citizens Award from the United Nations Association in Canada, a Member of the Order of Canada, an Officer of the National Order of Québec, a Knight of the Ordre de Montréal, and was appointed Honorary Colonel of Les Fusiliers Mont-Royal. He has been honoured with The Fraser Institute Founders’ Award, and named CEO of the Year by Canadian Business magazine and Financial Personality of the Year by the business publication Finance et Investissement. The University of Ottawa, Bishop’s University, Ryerson University and Concordia University have awarded Mr. Vachon honorary doctorates.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Compensation Committee

  5/5     5/5

Risk and Pension Fund Committee

  5/5     5/5

Total Board & Committee Attendance

       100%

Other public board directorships

 

   
Present boards      

Alimentation Couche-Tard Inc.

   2021–present

MDA Ltd.

   2021–present
   
Past boards (last five years)      

Molson Coors Beverage Company

   2012–2023

National Bank of Canada

   2007–2021

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     15,000      5,000

BCE DSUs

     5,564      849

Total Shares/DSUs (#)

     20,564      5,849

Total Value ($)

     1,072,824      347,957

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): October 2027 (0.8×)

 

 

 

 

Johan Wibergh

Barbados

LOGO

  

Corporate Director

Since February 2023

 

Age: 60

 

Status: Independent

 

Joined Board: November 2023

 

Top 4 Areas of Expertise:

CEO/Senior Management

Risk Management

Technology

Telecommunications

 

2023 Annual Meeting Votes For: N/A

Johan Wibergh is the former Chief Technology Officer of Vodafone, a global telecommunications provider, having retired in January 2023. He is a seasoned technology executive with over 35 years of experience in managing large-scale operations across the globe, having served in various C-suite positions with leading global companies for more than 15 years.

Mr. Wibergh’s career includes nearly eight years as the Group Chief Technology Officer of Vodafone and 6.5 years as EVP & Head of Business Unit Networks for Ericsson. His leadership experience spans technology innovation, telecoms networks, enterprise networks, digital and IT systems, cyber security, R&D, product management, operational excellence, and large-scale 24/7 operations.

Mr. Wibergh is a member of three American boards, Trimble Inc., Inception Holding (comprising Marconi and Avanci) and Cohere Technologies. Mr. Wibergh’s previous board experience includes Vantage Towers AG (2020–2022), KTH Royal Institute of Technology (2010–2016) and chair of Next Generation Mobile Networks (2016–2018). He has also served on the advisory boards of IBM, HP Enterprises and Amdocs. Mr. Wibergh has a Masters in Computer Science and Engineering from Linkoping University, Sweden.

Board & committee attendance during 2023 (1)

 

       
     Regular     Special   Total

Board

  2/2   0/0   2/2

Total Board & Committee Attendance

       100%

Other public board directorships

 

   
Present boards      

Trimble Inc.

   2018–present
   
Past boards (last five years)      

N/A

    

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     0      N/A

BCE DSUs

     820      N/A

Total Shares/DSUs (#)

     820      N/A

Total Value ($)

     42,779      N/A

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): November 2028 (0.0×)

 

 

(1)

Joined the Board on November 1, 2023.

 

 

  15


Table of Contents

About the nominated directors 4

 

Cornell Wright

Toronto (Ontario) Canada

LOGO

  

President

Wittington Investments, Limited

Since January 2022

 

Age: 50

 

Status: Independent

 

Joined Board: April 2021

 

Top 4 Areas of Expertise:

 Corporate Responsibility

 Governance

 Government/Regulatory Affairs

 Investment Banking/Mergers & Acquisitions

 

2023 Annual Meeting Votes For:

367,312,824 (98.86%)

Cornell Wright is President of Wittington Investments, Limited (the principal holding company of the Weston group of companies, which includes George Weston, Loblaw and Choice Properties). As President of Wittington, Mr. Wright serves as a director of the Weston group of companies.

Mr. Wright joined Wittington in 2021 following a 20-year career at Torys LLP (a law firm), where he was a leading corporate lawyer. He served as Chair of the firm’s Corporate Department and was co-head of the firm’s M&A Practice. As a lawyer, his practice focused on M&A transactions, both public and private, and other critical situations. He played a lead role acting for some of Canada’s largest public and private companies in their most significant strategic matters.

Mr. Wright has a broad range of experience in complex transactional, securities, family-controlled business, private equity, regulatory, governance, activism and compliance matters. He has counselled boards of directors and board committees on corporate governance matters, crisis management and shareholder engagement issues. He is a Fellow of The American College of Governance Counsel.

Mr. Wright is a Trustee of University Health Network and a member of the Dean’s Advisory Board at the Rotman School of Management, and is past Chair of the board of the National Ballet of Canada.

He holds a Bachelor of Arts degree from McGill University and JD and MBA degrees from the University of Toronto.

Board & committee attendance during 2023

 

       
     Regular     Special   Total

Board

  6/6   2/2   8/8

Audit Committee

  5/5     5/5

Governance Committee

  4/4     4/4

Total Board & Committee Attendance

   100%

Other public board directorships

 

   
Present boards(1)      

Choice Properties REIT

   2022–present

George Weston Limited

   2022–present

Loblaw Companies Limited

   2022–present
   
Past boards (last five years)      

N/A

    

Ownership and total value of equity

 

                                                             
     
      December 31, 2023       December 31, 2022

BCE Common Shares

     1,589      1,517

BCE DSUs

     11,807      6,705

Total Shares/DSUs (#)

     13,396      8,222

Total Value ($)

     698,869      489,127

Share ownership guideline: met or target date to meet

 

Five-Year Target ($1,290,000): April 2026 (0.5×)

 

 

(1)

In connection with being President of Wittington Investments, Limited, the controlling shareholder of George Weston Limited, Loblaw Companies Limited and Choice Properties REIT, C. Wright is a director of each of these companies, which are all affiliates in the Weston group.

 

 

 

 

16   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Director compensation 5

 

5

Director compensation

 

 

 

This section provides information pertaining to the compensation, share ownership and share ownership guideline of our non-executive directors.

Our compensation program for non-executive directors has the following objectives:

 

to ensure that the Corporation attracts and retains highly qualified, committed and talented members of the Board with an extensive and relevant breadth of experience; and

 

to align the interests of directors with those of our shareholders.

The Board sets the compensation of non-executive directors based on recommendations from the Corporate Governance Committee (Governance Committee).

The Governance Committee annually reviews the compensation of non-executive directors and recommends to the Board such adjustments as it considers appropriate and necessary to recognize the responsibilities, workload and time commitment of the Board and committee members, considering the evolving breadth and risk profile of the organization and to remain competitive with director compensation trends in Canada. Any director who is also an employee of the Corporation or any of its subsidiaries does not receive any compensation as a director. Each compensation review is accompanied by a review of the share ownership guideline, as the Governance Committee considers the guidelines to be an integral part of the compensation analysis.

 

 

Our aim is to ensure that our Board membership is of the highest quality and

has a sufficient range of skills, expertise and experience

 

 

 

 

5.1

Comparator group

The comparator group used to benchmark the 2023 compensation of non-executive directors and the share ownership guideline is the same as the comparator group used to benchmark the 2023 compensation of executives. See page 47 for details regarding the composition of the comparator group.

 

 

 

5.2

Compensation levels

Non-executive directors receive an all-inclusive annual flat fee (in lieu of retainers and Board or committee meeting attendance fees), in line with market best practices.

 

The following table shows the compensation levels for non-executive directors in 2023:

 

   
 Compensation ($)(1)      Level

 258,000

   Directors

 278,000

  

Chair of the Governance Committee and

Chair of the Risk and Pension Fund Committee

 293,000

  

Chair of the Audit Committee and

Chair of the Compensation Committee

 525,000

   Chair of the Board

 

(1)

Non-executive directors do not receive additional retainers or attendance fees in respect of their service as directors and as members of any of the Board’s standing committees. Directors are reimbursed for transportation and other expenses incurred for attendance at Board and committee meetings.

The directors’ annual flat fee also compensates non-executive directors for their services as directors of subsidiaries whose common shares or units are not publicly traded, including Bell Canada. The directors of the Corporation who sit on boards of directors of subsidiaries whose common shares or units are publicly traded may receive compensation from such publicly traded subsidiaries. At this time, no director of the Corporation sits on any such board.

Following its annual review in 2023 of non-executive director compensation, and considering all relevant factors, including the evolution of director compensation within the comparator group and the Canadian market, the Board, on the recommendation of the Governance Committee, determined to make no changes to non-executive director compensation.

 

 

 

 

5.3

Share ownership guideline

The Board, on the recommendation of the Governance Committee, has approved a five-year share ownership guideline of five times the base annual flat fee for non-executive directors:

 

The value of the five-year share ownership guideline for directors is $1,290,000; and

 

The value of the five-year share ownership guideline for the Chair of the Board is $2,625,000.

Until this minimum share ownership guideline is attained (in BCE common shares and/or in DSUs), 100% of the compensation is paid mandatorily in the form of DSUs. Once a director attains this share ownership guideline, at least 50% of the compensation will be paid mandatorily in DSUs, with the remaining portion to be paid in cash or DSUs, at the discretion of the

director. Each non-executive director is required to continue to maintain the minimum share ownership guideline for a period of one year after the director leaves the Board.

Following its annual review in 2023 of the non-executive director share ownership guideline, and considering all relevant factors, including the evolution of director share ownership guidelines within the comparator group and the Canadian market, the Board, on the recommendation of the Governance Committee, determined to make no changes to the non-executive director share ownership guideline.

 

 

  17


Table of Contents

Director compensation 5

 

 

 

5.4

Directors’ share unit plan

Under the share unit plan for non-employee directors (Directors’ Share Unit Plan), each non-executive director receives at least 50% of such director’s annual fees in DSUs (100% until the minimum share ownership guideline is attained) and may elect to receive the remaining annual fees in the form of DSUs. One DSU is equal in value to one BCE common share.

 

 

Directors are required to be paid 50% of

their compensation in the form of DSUs

during their tenure, and 100% until they

attain their share ownership guideline

Each director has an account where DSUs are credited (at the end of each quarter), and all DSUs must be held until the director leaves the Board. The number of DSUs credited to each director’s account is calculated by dividing the amount of the quarterly fee payment by the common share price on the day the credit is made. DSUs vest at the time of grant.

Holders of DSUs are credited additional units that are equal to the dividends declared on the Corporation’s common shares. Additional DSUs are credited to each non-executive director’s account on each dividend payment date. The number of DSUs is calculated using the same rate as the dividends paid on the common shares.

When a director leaves the Board, the Corporation buys the same number of BCE common shares on the open market as the number of DSUs the director holds in the Directors’ Share Unit Plan, after deducting appropriate taxes. These shares are then delivered to the former director. All administration costs as well as any brokerage fees associated with the purchase and registration of common shares are paid by BCE.

 

 

 

 

5.5

Compensation table

The following table provides details of the compensation earned by the non-executive directors of the Corporation who served as directors during the year ended on December 31, 2023. In 2023, as a whole, directors received 96.6% of their compensation in DSUs.

 

           
    

Fees earned
($)

 

    

All other

  compensation
($)

 

    

Total

  compensation
($)

 

           

Allocation of total compensation  

 

Name           

 

Cash

($)

    

 

      In DSUs 

($) 

D.F. Denison

     293,000               293,000                      293,000 

R.P. Dexter

     258,000               258,000                      258,000 

K. Lee

     258,000               258,000                 129,000      129,000 

M.F. Leroux

     278,000               278,000                      278,000 

S.A. Murray

     258,000               258,000                      258,000 

G.M. Nixon

     525,000               525,000                      525,000 

L.P. Pagnutti

     293,000               293,000                      293,000 

C. Rovinescu

     278,000               278,000                      278,000 

K. Sheriff

     258,000               258,000                      258,000 

R.C. Simmonds

     258,000               258,000                      258,000 

J. Tory

     258,000               258,000                      258,000 

L. Vachon

     258,000               258,000                      258,000 

J. Wibergh(1)

     42,766               42,766                      42,766 

C. Wright

     258,000               258,000                      258,000 

 

(1)

J. Wibergh joined the Board on November 1, 2023, and earned a pro-rated portion of the annual flat fee.

 

18   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

6

Corporate governance practices

 

 

This section provides information pertaining to our Board, the committees of our Board, our environmental, social and governance (ESG) and corporate responsibility practices, our shareholder engagement and our ethical values and policies.

 

 

BCE’s Board and management believe that strong corporate governance practices contribute to

superior results in creating and maintaining shareholder value, which is why we continually seek to

strengthen our corporate governance practices and ethical business conduct by aiming to adopt

best practices, and providing full transparency and accountability to our shareholders

 

 

BCE’s common shares are listed on the Toronto Stock Exchange and the New York Stock Exchange (NYSE). Our practices described in this section comply with the Canadian Securities Administrators’ (CSA) corporate governance guidelines as well as the CSA’s rules relating to audit committees and certification of financial information. Since the Corporation has securities registered in the United States, we are subject to, and comply with, the applicable provisions of the Sarbanes-Oxley Act and related rules and regulations of the U.S. Securities and Exchange

Commission. In addition, since the Corporation’s common shares are listed on the NYSE, we follow certain NYSE corporate governance rules applicable to foreign private issuers such as BCE. We comply with such mandatory NYSE governance rules and voluntarily comply in all material respects with all other NYSE governance rules, except as summarized under Corporate governance practices in the governance section of our website at BCE.ca, under the heading Difference between BCE practices and NYSE.

 

 

 

 

6.1

Board of Directors

The Board has overall responsibility for supervising the management of BCE’s business and affairs. In exercising this responsibility, the Board must act in accordance with a number of rules and standards, including:

 

the Canada Business Corporations Act

 

the Bell Canada Act

 

other laws that apply to telecommunications and broadcasting companies

 

laws of general application

 

BCE’s articles and by-laws

 

BCE’s administrative resolutions and the written charters of the Board and each of its committees

 

BCE’s Code of Business Conduct, BCE’s Complaint Procedures for Accounting and Auditing Matters and other internal policies.

 

At each Board and committee meeting,

the independent directors met without management

 

In 2023, the Board held six regular meetings and two special meetings. It is a policy of the Board that at each meeting, independent directors meet separately without non-independent directors and management personnel present.

 

 

Role of the Board of Directors

The Board is responsible for supervising the management of the business and affairs of the Corporation. In furtherance of its purpose, the Board assumes the duties and responsibilities described in its written charter, which is reviewed annually by the Governance Committee and has been approved by the Board. The Board’s charter is incorporated by reference into this circular and is available on our website at BCE.ca, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. In addition, shareholders may

promptly obtain a free copy of the Board’s charter by contacting the Corporate Secretary’s Office at the contact details set out in section 12.4, entitled How to request more information.

The Board fulfils its duties and responsibilities directly and through four standing committees. Highlighted below is a discussion of some key aspects of the role of the Board, notably with respect to strategic planning, succession planning and risk oversight.

 

 

Strategic planning

Each May our executive leadership team reviews the current mid-term strategy for each business unit, ahead of the Board reviewing the company-wide mid-term strategy in July or August. The strategic reviews are grounded in the Corporation’s strategic imperatives and priorities and are driving capital planning. Each October our executive leadership team reviews each business unit’s business plan, in advance of review and approval by the Board in November or December. The business plans take into account, among other things, the opportunities and risks of the business units for the upcoming year. In December, the Board also reviews

and approves the Corporation’s financial objectives and capital allocation. In addition, throughout the year, the Board reviews specific aspects of our strategy and frequently reviews and assesses the implementation of our strategic imperatives.

 

 

Oversight of our strategy planning process

is one of the Board’s key roles

 

 

 

  19


Table of Contents

Corporate governance practices 6

 

Succession planning

A critical responsibility of the Board and of the Compensation Committee is to ensure that a comprehensive succession plan is in place for the Corporation’s leadership team. To achieve this, the Compensation Committee meets annually with the President and CEO to review and update the succession plan for all executive officers, including the President and CEO position.

The plan identifies:

 

potential successors for each executive and highlights any personal development required for each candidate to be fully prepared to take on the position; and

 

any candidates who could assume critical leadership roles in the short term should unexpected events leave such roles vacant earlier than expected.

 

 

Effective succession planning has long

been a focus of the Board

The executive succession plan is part of the Corporation’s overall succession planning process, which covers all key management positions and ensures a strong pipeline of talent is developed at all levels in the

organization. As such, the plan presented to the Compensation Committee is the result of an extensive process performed within each business unit and function and integrated at the cross-company level. This includes the identification of key talent, the roles they may be able to assume in the future, and their development plan to prepare for these roles. This may include development moves to other positions, internal or external courses, and close on-the-job mentoring. If no strong internal succession candidates are identified, an external search may be launched. Twice a year, all members of the senior management team are reviewed by the President and CEO and his direct reports in order to provide an integrated and balanced view of talent, to review our progress against our diversity, equity, inclusion and belonging plans across the Corporation and to ensure development plans are on track.

 

 

The Compensation Committee reviews the succession

plans for executive management annually

In addition to the regular annual review, key executive talent and succession plans are discussed by the Compensation Committee throughout the year, including, for example, as part of the performance reviews used to determine executive compensation.

 

 

Risk oversight

BCE’s full Board is entrusted with the responsibility for identifying and overseeing the principal risks to which our business is exposed and seeking to ensure there are processes in place to effectively identify, monitor and manage them. These processes seek to mitigate rather than eliminate risk. A risk is the possibility that an event might happen in the future that could have a negative effect on our business, financial condition, liquidity, financial results or reputation. While the Board has overall responsibility for risk, the responsibility for certain elements of the risk oversight program is delegated to Board committees in order to ensure that they are treated with appropriate expertise, attention and diligence, with reporting to the Board on a regular basis.

 

LOGO

Risk information is reviewed by the Board or the relevant committee throughout the year, and business leaders present regular updates on the execution of business strategies, risks and mitigation.

 

The Risk and Pension Fund Committee has oversight responsibility for the organization’s risk governance framework, which exists to identify, assess, mitigate and report key risks to which BCE is exposed. As part of its charter, the Risk and Pension Fund Committee is tasked with oversight of risks relating to business continuity plans, work stoppage and disaster recovery plans, regulatory and public policy, information management and privacy, information security (including cyber security), physical security, fraud, vendor and supply chain management, ESG (including climate change), the pension fund, network resiliency, and other risks as required. The Risk and Pension Fund Committee receives reports on security matters, including information security (including cyber security), and on environmental matters, each quarter.

 

The Audit Committee oversees the integrity of our financial statements and related information, management’s assessment and reporting on the effectiveness of internal controls, and risk processes as they relate to financial reporting.

 

The Compensation Committee oversees risks relating to compensation, succession planning and workplace policies and practices.

 

The Governance Committee assists the Board in developing and implementing BCE’s corporate governance principles and guidelines, identifying individuals qualified to become members of the Board, and determining the composition of the Board and its committees. The Governance Committee is responsible for oversight of our ESG strategy (including climate change strategy and climate-related matters, and supply chain labour issues), and its integration within our overall business strategy, and disclosure. The Governance Committee is also responsible for oversight of the Corporation’s policies concerning business conduct, ethics, public disclosure of material information and AI governance.

 

 

20   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

There is a strong culture of risk management at BCE that is actively promoted by the Board, the Risk and Pension Fund Committee and the President and CEO, at all levels within the organization. It is a part of how the Corporation operates on a day-to-day basis and is woven into its structure and operating principles, guiding the implementation of the organization’s strategic imperatives.

The President and CEO, selected by the Board, has set his strategic focus through the establishment of six strategic imperatives and focuses risk management around the factors that could impact the achievement of those strategic imperatives. While the constant state of change in the economic environment and the industry creates challenges that need to be managed, clarity around strategic objectives, performance expectations, risk management and integrity in execution ensures discipline and balance in all aspects of our business.

 

We have a robust process in place to enable

the Board and the Risk and Pension Fund

Committee to identify and monitor the significant

risks to which our business is exposed

For a detailed explanation of our risk governance framework, see section 1.5, entitled Corporate governance and risk management, under the heading Risk management framework, in BCE’s MD&A dated March 7, 2024, included in BCE’s 2023 annual financial report, available on SEDAR+ at sedarplus.ca, on EDGAR at sec.gov and on BCE’s website at BCE.ca. For a detailed explanation of the material risks applicable to BCE and its subsidiaries, see section 8, entitled Regulatory environment, and section 9, entitled Business risks, in BCE’s MD&A dated March 7, 2024.

 

Committees of the Board of Directors

There are four standing committees of the Board: the Audit Committee; the Compensation Committee; the Governance Committee; and the Risk and Pension Fund Committee.

 

 

It is BCE’s policy that each Board committee must be comprised solely of independent directors

 

The composition of the four standing committees of the Board during 2023 was, currently is and until the meeting is expected to be, as follows:

 

       
Committee  

Number of Meetings

Held in 2023

 

Members

   Independent

Audit

  5  

L.P. Pagnutti (Chair)

 
   

K. Lee

 
   

M.F. Leroux

 
   

J. Tory

 
       

C. Wright

 

Compensation

  5  

D.F. Denison (Chair)

 
   

R.P. Dexter

 
   

S.A. Murray

 
   

C. Rovinescu

 
   

J. Tory

 
       

L. Vachon

 

Governance

  4  

M.F. Leroux (Chair)

 
   

D.F. Denison

 
   

K. Lee

 
   

K. Sheriff

 
   

R.C. Simmonds

 
       

C. Wright

 

Risk and Pension Fund

  5  

C. Rovinescu (Chair)

 
   

R.P. Dexter

 
   

S.A. Murray

 
   

L.P. Pagnutti

 
   

K. Sheriff

 
   

R.C. Simmonds

 
       

L. Vachon

 

If all director nominees are elected at the meeting, the composition of the four standing committees of the Board, effective May 2, 2024, after the meeting, is expected to be as follows:

 

     

Committee

 

Members

   Independent

Audit

 

L.P. Pagnutti (Chair)

 
 

K. Lee

 
 

M.F. Leroux

 
 

J. Tory

 
 

J. Wibergh

 
   

C. Wright

 

Compensation

 

S.A. Murray (Chair)

 
 

R.P. Dexter

 
 

C. Rovinescu

 
 

J. Tory

 
   

L. Vachon

 

Governance

 

M.F. Leroux (Chair)

 
 

K. Lee

 
 

S.A. Murray

 
 

K. Sheriff

 
   

C. Wright

 

Risk and Pension Fund

 

C. Rovinescu (Chair)

 
 

R.P. Dexter

 
 

L.P. Pagnutti

 
 

K. Sheriff

 
 

L. Vachon

 
   

J. Wibergh

 
 

 

  21


Table of Contents

Corporate governance practices 6

 

The Board has concluded that all of the directors who currently serve as members of each committee of the Board, all directors who served as members during 2023, and all directors who are expected to serve as members following the meeting, are independent under our director independence standards, which are consistent with the director independence requirements of the CSA’s corporate governance rules and guidelines. In addition, all current and expected (following the meeting) members of the Audit Committee meet, and all members of the Audit Committee during 2023 met, the more stringent audit committee independence requirements under National Instrument 52-110 – Audit Committees and the NYSE governance rules. During 2023, none of the members of the Audit Committee directly or indirectly accepted any consulting, advisory or other compensatory fee from BCE, other than ordinary director fees.

The charter of each Board committee is reviewed annually by the committee and the Governance Committee, and can be found in the governance section of our website at BCE.ca. The Audit Committee charter is also attached as Schedule 2 to BCE’s annual information form (AIF) for the year ended December 31, 2023, which you can access on our website at BCE.ca, SEDAR+ at sedarplus.ca and EDGAR at sec.gov. The position descriptions of the committee Chairs are detailed in the corresponding committee charter.

At each regularly scheduled Board meeting, the committees of the Board, through the committee Chair, provide a report to the Board on their activities.

 

 

Audit Committee

The purpose of the Audit Committee is to assist the Board in its oversight of:

 

  the integrity of BCE’s financial statements and related information

 

  BCE’s compliance with applicable legal and regulatory requirements

 

  the independence, qualifications and appointment of the external auditors

 

  the performance of both the external and internal auditors

 

  management’s responsibility for assessing and reporting on the effectiveness of internal controls

 

  the Corporation’s risks as they relate to financial reporting.

Please refer to section 7.1, entitled Audit Committee report, for a complete description of the committee.

Compensation Committee

The purpose of the Compensation Committee is to assist the Board in its oversight of:

 

  compensation, nomination, evaluation and succession of officers and other management personnel

 

  BCE’s workplace policies and practices (including health and safety policies, policies ensuring a respectful workplace free from harassment, and policies ensuring a diverse and inclusive workplace)

 

  the Corporation’s exposure to risk associated with its executive compensation and policies and identification of practices and policies to mitigate such risk.

Please refer to section 7.4, entitled Compensation Committee report, for a complete description of the committee and of fees paid to external compensation advisors in 2023.

Governance Committee

The purpose of the Governance Committee is to assist the Board to:

 

  develop and implement BCE’s corporate governance policies and guidelines

 

  identify individuals qualified to become members of the Board

 

  determine the composition of the Board and its committees

 

  determine the directors’ compensation for Board and committee service

 

  develop and oversee a process to assess the Board, committees of the Board, the Chair of the Board, Chairs of committees, and individual directors

 

  oversee the Corporation’s policies concerning business conduct, ethics, public disclosure of material information, AI governance and other matters

 

  oversee the Corporation’s ESG strategy (including climate change strategy and climate-related matters, and supply chain labour issues), and its integration within the Corporation’s overall business strategy, and disclosure.

Please refer to section 7.2, entitled Governance Committee report, for a complete description of the committee.

Risk and Pension

Fund Committee

The purpose of the Risk and Pension Fund Committee is to assist the Board in its oversight of:

 

  BCE’s enterprise risk governance framework and the policies, procedures and controls management uses to evaluate and manage key risks to which the Corporation is exposed

 

  BCE’s exposure to key risks, except for risks that remain the primary responsibility of another committee of the Board

 

  the administration, funding and investment of BCE’s pension plans and funds

 

  the unitized pooled funds sponsored by BCE for the collective investment of the funds and the participant subsidiaries’ pension funds.

Please refer to section 7.3, entitled Risk and Pension Fund Committee report, for a complete description of the committee.

 

Chair of the Board of Directors

BCE’s by-laws provide that directors may determine whether the Chair should be an officer of BCE or should act solely in a non-executive capacity. Should they decide that the Chair be an officer acting in an executive capacity, the Board must designate one of its members as the “lead director,” who is responsible for ensuring that the Board can function independently of management.

Gordon M. Nixon has served as independent Chair of the Board since April 2016. G.M. Nixon is not an executive officer of BCE and is independent pursuant to our director independence standards, which are consistent with the CSA’s corporate governance rules and guidelines and the NYSE governance rules.

 

 

BCE’s Board Chair is independent

 

The detailed position description of the Board Chair is included in the Board’s charter, which can be found in the governance section of our website at BCE.ca, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov.

 

 

22   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

President and CEO

The President and CEO, subject to the Board’s approval, develops BCE’s strategic and operational orientation. In so doing, the President and CEO provides leadership and vision for the effective overall management, profitability and growth of BCE, and for increasing shareholder value and ensuring compliance with policies adopted by the Board.

 

The President and CEO is directly accountable to the Board for all of BCE’s activities. The Board has approved a written position description for the President and CEO, which is available in the governance section of our website at BCE.ca.

 

 

BCE’s President and CEO has primary responsibility for the management of the business and affairs of BCE

Composition and diversity of the Board of Directors

BCE seeks to have the Board comprised of individuals with a sufficient range of skills, expertise and experience to ensure that the Board can carry out its responsibilities effectively. Directors are chosen among the most qualified candidates for their ability to contribute to the broad range of issues with which the Board routinely deals.

In accordance with the Board’s composition and diversity policy, the Governance Committee and the Board also consider the level of gender diversity and the number of members of visible minorities/racialized persons on the Board, and strive to include, within the candidates considered, individuals with diverse backgrounds, including gender, age, experience, members of visible minorities/racialized persons, Indigenous peoples and persons with disabilities. The Governance Committee, as part of each Board candidate search process and in the list of potential Board candidates maintained by the Governance Committee, includes gender diverse candidates, as well as members of visible minorities/ racialized persons, Indigenous peoples and/or persons with disabilities within the pool of candidates considered.

 

 

As part of our Board candidate search process,

we include gender diverse candidates, as well as

members of visible minorities/racialized persons,

Indigenous peoples and/or persons with disabilities

In 2021, the Board, on the recommendation of the Governance Committee, adopted a new target that there be a minimum of 35% gender diverse directors, defined as directors who identify as women and directors who identify with a gender other than a man or a woman. This target was met from its adoption until the appointment of Johan Wibergh to the Board on November 1, 2023, following which 33% of all directors identified as women. With the increase in the number of directors upon his appointment, the Board is temporarily below the target to allow for an orderly transition ahead of the retirements of David F. Denison and Robert C. Simmonds at the meeting. The target will be met again if all director nominees are

elected at the meeting, with five director nominees identifying as women, representing 38% of all directors. Since the Board first updated its composition policy in 2015 to incorporate diversity components, five of the 12 newly appointed directors have identified as women and two have identified as members of a visible minority/racialized persons.

In 2019, the Board, on the recommendation of the Governance Committee, updated its composition and diversity policy to use a nomenclature consistent with changes made to the Canada Business Corporations Act. No additional targets have been set for representation of Indigenous peoples, persons with disabilities, or members of visible minorities/racialized persons due to the small size of the group and reliance on self-reporting.

Of the 13 director nominees, five identify as women (38% of all director nominees), two identify as members of a visible minority (15% of all director nominees), and none identify as Indigenous peoples or persons with disabilities.

 

 

Gender diverse directors represent 38%, and

members of visible minorities/racialized persons

represent 15%, of director nominees

The policy also states that, on a yearly basis, the Governance Committee will report to the Board in respect of the measures taken to ensure that the policy has been effectively implemented, the annual and cumulative progress in achieving the objectives of the policy and the effectiveness of the policy as a whole. In measuring the effectiveness of the policy, the Governance Committee considers its identification and consideration of any individuals to become Board members in the previous year and whether and how the policy influenced such identification and consideration.

For information on representation in executive officer positions, please see Diversity at the senior leadership level under section 7.4, entitled Compensation Committee report.

 

 

Nomination of directors and tenure

The Governance Committee receives suggestions for Board candidates from individual Board members, the President and CEO, shareholders and professional search organizations. On a regular basis, the Governance Committee reviews the current profile of the Board, including the average age and tenure of directors and the representation of various areas of expertise and experience, geography and general conformity with the Board composition and diversity policy. The Governance Committee also maintains a list of potential Board candidates that it reviews on a regular basis. The Governance Committee, as part of each Board candidate search process and in the list of potential Board candidates maintained by the Governance Committee, includes gender diverse candidates, as well as members of visible minorities/racialized persons, Indigenous peoples and/or persons with disabilities within the pool of candidates considered.

With respect to tenure, the Board strives to achieve a balance between the need to have a depth of institutional experience from its members on the one hand and the need for renewal and new perspectives on the other hand. The Board tenure policy does not impose an arbitrary retirement age limit, but it sets as a guideline that directors serve up to a maximum term of 12 years, assuming they are re-elected annually and meet applicable legal requirements. The Board, however, upon recommendation of the Governance Committee, may, in certain circumstances, extend a director’s initial 12-year term limit.

 

 

  23


Table of Contents

Corporate governance practices 6

 

Competency requirements and other information

We maintain a “competency” matrix in which directors indicate their expertise level in areas we think are required on the Board for a company like ours. Each director has to indicate the degree to which the director possesses these competencies. The table below lists the top four competencies of our director nominees together with their age range, tenure on the BCE Board, languages mastered and region of residency.

 

LOGO

 

(1)

For a language to be included in this matrix, a director must have a level of proficiency in that language that is sufficient to enable the director to use it in all facets of life, including the performance of the duties and functions of a director.

 

(2)

Definitions of competencies

 

 

Accounting/Finance: experience with, or understanding of, financial accounting and reporting, corporate finance and familiarity with internal financial controls and Canadian GAAP/IFRS

 

 

CEO/Senior Management: experience as a CEO or senior executive of a major public company or other major organization

 

 

Corporate Responsibility: experience with/understanding of corporate responsibility risks and opportunities, including ESG and climate related matters, and their relationship to the company’s business and strategy, and experience in stakeholder expectations and the company’s overall ESG obligations and overseeing material corporate responsibility, including climate related, disclosure

 

 

Governance: experience in corporate governance principles and practices at a major organization

 

 

Government/Regulatory Affairs: experience in, or understanding of, government, relevant government agencies and/or public policy in Canada

 

 

Human Resources/Compensation: experience in, or understanding of, compensation plans, leadership development, talent management, succession planning and human resource principles and practices generally

 

 

Investment Banking/Mergers & Acquisitions: experience in investment banking and/or major transactions involving public companies

 

 

Media/Content: senior executive experience in the media or content industry

 

 

Retail/Customer: senior executive experience in a mass consumer industry

 

 

Risk Management: experience in, or understanding of, internal risk controls, risk assessment, risk management and/or reporting

 

 

Technology: senior executive experience in the technology industry or understanding of relevant technologies

 

 

Telecommunications: senior executive experience in the telecommunications industry.

 

(3)

Each director who has Accounting/Finance as one of their top four competencies is also an “audit financial expert”, with expertise as a chartered accountant, a certified public accountant, a former or current Chief Financial Officer of a public company or corporate controller of similar experience, a current or former partner of an audit company, or having similar demonstrably meaningful audit experience. Please see their bios on pages 11 and 13.

 

(4)

For information regarding the climate expertise of M.F. Leroux, S.A. Murray and J. Tory, please see their bios on pages 11, 12 and 14.

 

(5)

J. Wibergh is proficient in Swedish, and his region of residence is in Barbados.

 

 

Experience with corporate responsibility risks and opportunities, including

ESG and climate related matters, is a core competency

 

24   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

Audit Committee members’ financial literacy, expertise and simultaneous service

Under U.S. Securities and Exchange Commission rules, the Corporation is required to disclose whether its Audit Committee members include at least one “audit committee financial expert”. In addition, certain proxy advisory firms have a different definition for designating an Audit Committee member as an “audit financial expert”. We are also subject to Canadian and NYSE corporate governance rules relating to audit committees and certification of financial information requiring that all Audit Committee members be financially literate.

The Board has determined that all members of the Audit Committee during 2023 were, all current members of the Audit Committee are, and all expected members of the Audit Committee following the meeting are, financially literate. In respect of the current Audit Committee members, the Board determined that the Chair of the committee, L.P. Pagnutti, as

well as K. Lee and M.F. Leroux are qualified as “audit committee financial experts” and as “audit financial experts” (as defined in footnote (3) under Competency requirements and other information, which includes expertise as a chartered accountant or certified public accountant or chief financial officer). Please also see their bios at pages 11 and 13.

The NYSE rules followed by the Corporation require that if an Audit Committee member serves simultaneously on the audit committee of more than three public companies, the Board must determine and disclose that this simultaneous service does not impair the ability of the member to effectively serve on the Audit Committee. No Audit Committee member currently serves simultaneously on the audit committee of more than three public companies.

 

 

Board of Directors’ assessment

As part of its charter, the Governance Committee develops and oversees a process to enable each director to assess the effectiveness and performance of the Board and its Chair, the Board committees and their respective chairs, and such director’s own performance as a member of the Board, as well as the performance of their director colleagues. The assessment process is conducted as follows:

 

LOGO

 

Each director completed

questionnaires aimed at

evaluating the director’s own

performance as a member of

the Board, the performance

of the Board as a whole and

its Chair, as well as the

performance of each Board

committee on which the

director serves and its

respective Chair.

 

Each director then had a

separate discussion with the

Chair of the Board to review

the results of the

questionnaires and to discuss

and assess the performance

of the Board and its Chair, the

committees and their

respective Chairs and their

director colleagues. The Chair

also met with smaller groups

of directors to discuss the

results and feedback.

 

Following this process, in

camera sessions of the

Governance Committee and

the Board were held, at which

the feedback from the

questionnaires, the one-on-

one meetings and the smaller

group meetings, and the

appropriateness of any

modifications or

enhancements, were

reviewed and discussed.

 

Modifications or

enhancements resulting from

the assessment process were

discussed with the President

and CEO, as appropriate, and

a plan was immediately put in

place for implementation.

 

  25


Table of Contents

Corporate governance practices 6

 

Independence of the Board of Directors

The Board’s policy is that at least a majority of its members must be independent. Acting on the recommendation of the Governance Committee, the Board is responsible for determining whether or not each director is independent. For a director to be considered independent, the Board analyzes all of the relationships each director has with BCE and must determine that the director does not have any direct or indirect material relationship with us. To guide this analysis, the Board has adopted director independence standards. These standards are consistent with the CSA and the NYSE rules, are reviewed by the Governance Committee every year and are available in the governance section of our website at BCE.ca.

Information concerning the relationships each director has with BCE is collected through the following sources: directors’ responses to a detailed questionnaire; biographical information of directors; our internal corporate records; external verifications; and any required discussions with our directors. Furthermore, each year, directors certify that they comply with our Code of Business Conduct, including the obligation to disclose any actual or potential conflict of interest.

In the course of the Board’s determination regarding independence, it evaluated the relationships of each director with BCE against the independence standards outlined above and considered all relevant transactions, relationships and arrangements with companies or organizations with whom our directors may be associated.

As a result of this assessment, the Board determined that each current Board member and director nominee is independent (with the exception of our President and CEO, M. Bibic) and does not have a material relationship with BCE. As an officer of BCE, M. Bibic is not considered to be independent under these rules.

All members of the Audit Committee, Compensation Committee, Governance Committee and Risk and Pension Fund Committee must be independent as defined under BCE’s director independence standards. Members of the Audit Committee and Compensation Committee must also satisfy more stringent independence requirements, as defined under BCE’s director independence standards.

The Board has determined that all current members, and expected members following the meeting, of the Audit Committee, Compensation Committee, Governance Committee and Risk and Pension Fund Committee are independent, and all current members, and expected members following the meeting, of the Audit Committee and Compensation Committee satisfy these more stringent independence requirements.

 

     
    Status of director nominees   

Reason for 

non-independent status 

Name  

 

Independent

 

 

Not independent

M. Bibic

         President and CEO

D.F. Denison

          

R.P. Dexter

          

K. Lee

          

M.F. Leroux

          

S.A. Murray

          

G.M. Nixon

          

L.P. Pagnutti

          

C. Rovinescu

          

K. Sheriff

          

R.C. Simmonds

          

J. Tory

          

L. Vachon

          

J. Wibergh

          

C. Wright

          
 

Board interlocks

The Board’s approach to board interlocks is that no more than two Board members may sit on the same private or public company board. There are no common memberships on boards of private companies among director nominees. Common memberships on boards of public companies among director nominees are set out in the table below.

 

     
Company     Director    Committee Membership

Alimentation Couche-Tard Inc.

 

  

M.F. Leroux

   Audit
        

L. Vachon

   Lead Director

George Weston Limited

    

G.M. Nixon

  

Governance, Human Resource,

Nominating and Compensation (Chair)

        

C. Wright

   None

 

26   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

Expectations and personal commitments of directors

The Board expects all of its members to comply with BCE’s Statement of Corporate Governance Principles & Guidelines. Members are also expected to comply with BCE’s policies that apply to directors and the various Board procedures and practices. These procedures include the declaration of interest and changes in principal occupation (see below for details), the conflict of interest guidelines (see below for details), the share ownership guideline (see section 5.3, entitled Share ownership guideline, for details) and the Code of Business Conduct (see section 6.4, entitled Ethical business conduct, for details).

The Board also expects all of its members to demonstrate personal and professional characteristics beyond reproach. These characteristics include high ethical standards and integrity, leadership, financial literacy and current fluency in their own fields of expertise.

The Board further expects all of its members to make meaningful commitments during their time as directors of BCE. Each director is expected to participate in the director orientation program and in continuing education and development programs. They are expected to develop and expand a broad, current knowledge of the nature and operation of our major business units. Similarly, all members are expected to commit the necessary time required to be an effective and fully contributing member of the Board and of each Board committee on which they serve. In this regard, it is the Board’s policy that, including BCE’s Board, (i) directors who are not active public-company CEOs serve on no more than five public-company boards, and (ii) directors who are public-company CEOs serve on no more than two public-company boards.

The Governance Committee is responsible for administering BCE’s policy on directors’ attendance at meetings of the Board and its committees. Under this policy, the Corporate Secretary must report to the Governance Committee any director who did not attend at least 75% of the combined Board and committee meetings held in the year.

 

 

The following table indicates the attendance of our directors at Board and committee meetings during 2023:

 

                                                                                                                                                                                                                                                       
                 
Name    Regular
Boards
   Special
Boards(1)
   Total
Boards
   Audit
Committee
  Compensation
Committee
  Governance
Committee
 

Risk and Pension 

Fund Committee

  Total   

M. Bibic(2)

   6/6    2/2    8/8              100.0%   

D.F. Denison

   6/6    1/2    7/8      5/5 (Chair)   4/4       94.1%  

R.P. Dexter

   6/6    2/2    8/8      5/5     5/5     100.0%  

K. Lee

   6/6    2/2    8/8    5/5     4/4       100.0%  

M.F. Leroux

   6/6    2/2    8/8    5/5     4/4 (Chair)       100.0%  

S.A. Murray

   6/6    2/2    8/8      5/5     5/5     100.0%  

G.M. Nixon (Chair)(2)

   6/6    2/2    8/8              100.0%  

L.P. Pagnutti

   6/6    2/2    8/8    5/5 (Chair)       5/5     100.0%  

C. Rovinescu

   6/6    2/2    8/8      5/5     5/5 (Chair)     100.0%  

K. Sheriff

   6/6    2/2    8/8        4/4   5/5     100.0%  

R.C. Simmonds

   6/6    2/2    8/8        4/4   5/5     100.0%  

J. Tory

   6/6    2/2    8/8    5/5   5/5         100.0%  

L. Vachon

   6/6    2/2    8/8      5/5     5/5     100.0%  

J. Wibergh(3)

   2/2    0/0    2/2              100.0%  

C. Wright

   6/6    2/2    8/8    5/5     4/4       100.0%  

Total

   100.0%    96.4%    99.1%    100.0%   100.0%   100.0%   100.0%     99.6%  

 

(1)

Due to exceptional circumstances, special Board meetings may have to be called on short notice and must, on occasion, be held at a time and date when the largest number of directors is available, but certain members may be unable to attend.

 

(2)

M. Bibic, as President and CEO, and G.M. Nixon, as Chair of the Board, are not members of any committee of the Board but attended all Committee meetings as ex-officio members.

 

(3)

J. Wibergh joined the Board on November 1, 2023.

 

Directors must follow the procedure for declarations of interest and changes in their principal occupation. The procedure is designed to enable the Governance Committee to be notified in a timely fashion of any change in a director’s external directorships and principal occupation, and to permit the Governance Committee to review and consider any possible effect of such a change on the suitability of that director’s continued service as a member of the Board. This procedure also states that directors are expected to tender their resignation upon a change in their principal occupation, which only becomes effective if and when it is accepted by the Board upon the recommendation of the Governance Committee.

BCE’s conflict of interest guidelines for directors set out how conflict situations will be managed during a Board meeting. If a director is deemed to have a conflict of interest because of an interest in a party to a proposed contract or transaction with BCE, then a specific “declaration of interest” is noted in the minutes of the meeting. Furthermore, the conflicted director must abstain from voting on the matter. Depending on circumstances, the director may also withdraw from the meeting while the Board deliberates.

 

 

  27


Table of Contents

Corporate governance practices 6

 

Orientation and continuing education

New directors individually meet with members of senior management to aid in their understanding of our businesses. The Governance Committee assists new directors in becoming acquainted with BCE and its governance processes and encourages continuing education opportunities for all members of the Board.

We provide new and existing directors with a comprehensive reference manual containing information on all key corporate and Board policies, including the Code of Business Conduct, the structure and responsibilities of the Board and its committees, the legal duties and liabilities of directors, and BCE’s articles and by-laws, and to membership at the Institute of Corporate Directors. In addition to ad hoc updates on matters relevant to our business, directors receive daily media updates, weekly market and investor relations updates, quarterly analyst reports and, each month, a selection of relevant articles, industry reports and other educational materials.

All directors have regular access to senior management to discuss Board presentations and other matters of interest.

The Board has adopted guidelines with respect to directors’ participation in external continuing education programs for which BCE reimburses the costs of attendance, and we encourage our directors to attend conferences, seminars or courses, whether they be specific to BCE or relevant to fulfilling their role as a director.

Furthermore, in recognition of the rapidly changing technology and competitive environment of our business, education sessions on topics of particular importance to our businesses and industry are organized for directors to attend. In addition, the Board and committees, at regularly scheduled meetings, require management to provide an in-depth review of the business segments in which we operate, as well as our industry in general and topics relevant to each committee. We have listed in the table to the right internal education sessions, management presentations and reports attended or received by our directors in 2023.

 

     
Quarter   Topic   Attendance

Q1 2023

  Bell’s mental health initiative   Board
  Competitive landscape review   Board
  Corporate development update   Board
  Customer crisis communications   Board
  Strategy update   Board
  Developments in ESG (including climate change) disclosure  

Audit Committee and

Risk and Pension Fund Committee

  Report on legal proceedings   Audit Committee
  Developments in executive compensation disclosure   Compensation Committee
  Developments in corporate governance and securities regulations   Governance Committee
  Developments in ESG (including climate change) disclosure and strategy   Governance Committee
  Corporate emergency procedures update   Risk and Pension Fund Committee
  Legacy network risks   Risk and Pension Fund Committee
  Pension review   Risk and Pension Fund Committee
    Update on environmental and security matters, including cyber security   Risk and Pension Fund Committee

Q2 2023

  Copper decommissioning education session   Board
  Corporate development update   Board
  Strategy update   Board
  SAP roadmap update   Audit Committee
  Developments in executive compensation disclosure   Compensation Committee
  Bill 96 readiness   Risk and Pension Fund Committee
  Pension review   Risk and Pension Fund Committee
  UK pension hedging   Risk and Pension Fund Committee
    Update on environmental and security matters, including cyber security   Risk and Pension Fund Committee

Q3 2023

  Corporate development update   Board
  Spectrum auction   Board
  Strategy update   Board
  Update on ESG (including climate change) disclosure litigation risks  

Audit Committee,

Governance Committee and

Risk and Pension Fund Committee

  Update on integrated reporting  

Audit Committee,

Governance Committee and

Risk and Pension Fund Committee

  Tax annual report and federal budget update   Audit Committee
  Diversity, equity, inclusion and belonging   Compensation Committee
  Pay equity review   Compensation Committee
  Developments in corporate governance and securities regulations   Governance Committee
  Developments in ESG (including climate change) strategy and trends   Governance Committee
  Artificial intelligence and machine learning risks   Risk and Pension Fund Committee
  Lead exposure risk review   Risk and Pension Fund Committee
  Pension review   Risk and Pension Fund Committee
    Update on environmental and security matters, including cyber security   Risk and Pension Fund Committee

Q4 2023

  Business plans   Board
  Capital markets update   Board
  Carbon offsets education session   Board
  Corporate development update   Board
  ESG (including climate change) strategy and Bell for Better update   Board
  Network technology education session   Board
  Risk management report   Board
  SAP roadmap update   Audit Committee
  Treasury activities report   Audit Committee
  Executive compensation trends and best practices update   Compensation Committee
  Health and safety review   Compensation Committee
  Developments in corporate governance and securities regulation   Governance Committee
  Developments in ESG (including climate change) trends   Governance Committee
  Responsible AI policy review   Governance Committee
  Data governance and privacy review   Risk and Pension Fund Committee
  Geopolitical risks review   Risk and Pension Fund Committee
  Network outage risks review   Risk and Pension Fund Committee
  Pension review and strategy update   Risk and Pension Fund Committee
    Update on environmental and security matters, including cyber security   Risk and Pension Fund Committee
 

 

28   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

 

 

6.2

Environmental, social and governance practices

Corporate responsibility is a fundamental element of each of the six strategic imperatives that inform BCE’s policies, decisions and actions. As one of Canada’s largest companies, we are driven to continually improve our impact and our contribution to society with our network deployments, investments in mental health initiatives, environmental sustainability and an engaged workplace. This approach also supports our purpose to advance how Canadians connect with each other and the world.

Our corporate responsibility approach is informed by a set of guiding principles that support our corporate strategy and policies throughout the organization. Through our own internal processes along with stakeholder feedback, we have prioritized, and set clear objectives to address, ESG issues and opportunities, seeking to enhance sustainability across BCE. We constantly measure and report on our progress. Through these actions, we strive to drive environmental leadership, achieve a diverse and inclusive workplace, lead data governance, and protect and build stronger, healthier communities.

Since 1993, BCE had been publishing a Corporate Responsibility Report detailing our performance in managing environmental, social and governance issues. In 2022, for the first time, we presented both our financial and non-financial performance in an Integrated annual report

following the International Integrated Reporting Framework (the <IR> Framework) principles, which are now part of the International Financial Reporting Standards (IFRS). We believe this approach provides a useful basis for disclosing how we seek to create sustained value for our stakeholders over time. An integral element of the <IR> Framework is the six pillars, called “capitals” (our networks, our customers and relationships, our products and services, our environment, our people and our financial resources). We call them capitals because they are inputs to value creation.

Climate change is one of the most significant ESG issues and, under the governance of the Board, we are taking action both to help fight climate change and adapt to its consequences. For example, the Board monitors progress against our greenhouse gas (GHG) reduction targets, including carbon neutrality for our operational GHG emissions (scope 1 and 2 only) starting in 2025 (1). For additional climate-related information see our Climate action report dated March 2024 available on BCE.ca. We report in accordance with the recommendations from the Task Force on Climate-Related Financial Disclosures (TCFD) to address and report on climate-related risks and opportunies.

 

 

ESG Governance

The Board has established clear oversight of our corporate responsibility programs and our approach to ESG practices, including climate issues such as climate-related targets and monitoring progress against these targets, with primary accountability at the committee level. On an annual basis, the Board reviews our ESG strategy, including our climate change strategy (which includes progress towards our climate-related targets, risks and opportunities, and results of our climate-related scenario analysis).

 

The Governance Committee is responsible for oversight of our corporate purpose and our ESG strategy (including our climate change strategy and climate-related issues) and disclosure, including integration of ESG within our company strategy and monitoring the implementation of ESG programs, goals and key initiatives. It is also responsible for our governance practices and policies, including those concerning business conduct and ethics. At each meeting, the Governance Committee receives updates on ESG (including climate change) trends and, twice a year, reviews progress towards core ESG strategy metrics (including climate-related targets).

 

The Risk and Pension Fund Committee oversees risks that could impact our business, such as safety technology and security risks (including data governance, information security, cyber security and network resiliency), business continuity risks, supply chain risks, and ESG risks (including those related to climate change). Each quarter, The Risk and Pension Fund Committee monitors the evolution of key risk topics (including climate change risks and opportunities and, in particular, the results of our climate-related scenario analysis) and, each quarter, receives reports on environmental (including climate-related) matters.

The Compensation Committee has oversight of human resource issues, including respectful workplace practices, diversity, equity, inclusion and belonging, team survey results, human rights, and health and safety, and tracks corporate performance against our ESG targets. Since 2020, the Compensation Committee has formally added ESG targets to the corporate performance metrics within the measures of the Annual Incentive Plan. In 2022, to reflect how ESG is embedded into the overall strategy of the business, ESG-related metrics were embedded throughout our strategic imperatives scores and they represent, in aggregate, at least 30% of the total strategic imperatives score. The strategic imperative score represents 40% weighting of the corporate performance index within the Annual Incentive Plan. The Compensation Committee approves the detailed metrics and targets early in the year and tracks progress every quarter.

 

The Audit Committee monitors significant ESG issues that could impact financial reporting and reviews audit activities in relation to ESG policies and programs. It also approves our risks and assumptions disclosure related to our ESG disclosures risks.

 

 

(1)

Scope 1 emissions are direct GHG emissions from sources that are controlled by Bell. Scope 2 emissions are indirect GHG emissions associated with the consumption of purchased electricity, heating/cooling and steam required by Bell’s activities. We will measure our carbon neutrality performance based on our operational GHG emissions (scope 1 and scope 2 emissions in tonnes of CO2e) minus GHG emissions offset by carbon credits purchased (in tonnes of CO2e). To be carbon neutral, the total must be equal to zero or lower. In order to achieve our target of carbon neutral operations starting in 2025, we expect that we will need to purchase a significant amount of carbon credits to offset our scope 1 and 2 GHG emissions that will not have been avoided by internal initiatives, in addition to renewable energy certificates to reduce our scope 2 emissions. In 2023, our scope 1 and 2 emissions represented 12% of our total carbon footprint.

 

  29


Table of Contents

Corporate governance practices 6

 

To support the Board, the Health, Safety, Security, Environment and Compliance (HSSEC) Oversight Committee is mandated to make every effort to ensure that our corporate responsibility strategy is integrated throughout the business in order to minimize risk and optimize business opportunities. It seeks to ensure that relevant risks are adequately recognized, and that mitigation activities are well integrated and aligned across the organization, and supported with sufficient resources.

The HSSEC Oversight Committee periodically oversees health and safety, security, and environmental and compliance risks. The committee ensures that these issues are addressed through efficient programs implemented within the various business units. This committee is co-chaired by the Chief Human Resources Officer & Executive Vice President, Corporate Services and the Chief Legal and Regulatory Officer. These two executives report to the Governance Committee, the Risk and Pension Fund Committee and the Compensation Committee, in accordance with their respective charters. Members of the HSSEC Oversight Committee also include a significant number of Bell’s most senior leaders – the Chief Financial Officer (CFO), the Chief Technology and Information Officer and the Group President, BBM, Customer Experience and AI.

We have also established three management committees reporting to the HSSEC Oversight Committee: (i) the Corporate Responsibility Board to support the evolution of our corporate responsibility strategy, and to proactively manage ESG topics in an integrated fashion; (ii) the Energy Board to ensure oversight of Bell’s overall energy consumption and progress towards meeting GHG reduction targets (carbon neutral for our operational emissions (scope 1 and 2 only) starting in 2025); and (iii) the Climate Resiliency Taskforce to assist in building a climate resiliency governance to address the potential impacts of climate change.

LOGO

 

 

 

6.3

Shareholder engagement

The Board remains committed to engaging actively with the shareholders of the Corporation. Meetings are held regularly between our executive officers and institutional shareholders. On a quarterly basis, we hold a conference call with the investment community to review the financial and operating results of the quarter. Our executive officers and other members of senior management are regularly invited to speak at broker-sponsored industry investor conferences. Documents related to these events are accessible to our shareholders on our website at BCE.ca.

 

 

Shareholders can communicate with the Corporation

through various means, including email and telephone

Our Investor Relations department is committed to meeting with the investment community and our shareholders to address any shareholder-related concerns and provide public information on the Corporation. On a regular basis, either one or more of the Chair of the Board, the Chair of the Compensation Committee or the Chair of the Governance Committee and members of management meet with shareholder advocacy groups to discuss governance issues.

We have in place various means of communication for receiving feedback from interested parties. We have a toll-free number for general inquiries (1-888-932-6666) and for investor and shareholder inquiries (1-800-339-6353). Shareholders and other interested parties may also communicate with the Board and its Chair by contacting the Corporate Secretary’s Office at corporate.secretariat@bell.ca or by calling 514-786-8424. For any complaints and/or concerns with respect to BCE’s accounting, internal accounting controls or auditing matters, interested parties should consult our Complaint Procedures for Accounting and Auditing Matters in the governance section of our website at BCE.ca.

Our shareholders will be asked again this year to consider and approve an advisory resolution on our approach to executive compensation. The Board, the Compensation Committee and management will continue existing practices discussed above regarding shareholder discussion and engagement. The Board and the Compensation Committee will continue to review and consider all shareholder feedback related to executive compensation matters.

To facilitate questions and comments from shareholders, the following means of communication are available:

 

communicating with the Compensation Committee by email: corporate.secretariat@bell.ca, or by mail: BCE Inc. c/o Chair of the Management Resources and Compensation Committee, 1 Carrefour Alexander-Graham-Bell, Building A, 7th floor, Verdun, QC, H3E 3B3

 

through our website at BCE.ca/AGM2024, under Ask a Question, or

 

calling us at 1-800-339-6353 (service in both English and French).

Shareholders can ask questions in advance of the meeting through our website at BCE.ca/AGM2024, under Ask a Question.

Also, the Compensation Committee, the Governance Committee and the Board will review and analyze the results of the votes at the meeting, including the advisory vote on our approach to executive compensation, and will take into consideration such results, notably when reviewing our executive compensation philosophy, policies and programs and our governance policies and guidelines.

The Board confirms that our current practices achieve substantially the same results as the Canadian Coalition for Good Governance’s Model Policy of the Board of Directors on Engagement with Shareholders on Governance Matters and “Say on Pay” Policy for Boards of Directors.

 

 

30   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

 

 

6.4

Ethical business conduct

Regular reports are provided to the Audit Committee and the Governance Committee with respect to our ethics program and oversight of corporate policies across BCE.

BCE’s Chief Legal and Regulatory Officer has overall responsibility for (among other things):

 

oversight of BCE’s ethics program, including the Code of Business Conduct and ethics training;

 

our anonymous and confidential 24/7 Business Conduct Help Line that assists employees with any ethical issues and provides a means by which to report breaches of the Code of Business Conduct or any Bell policy and to report issues relating to questionable accounting, internal controls, auditing matters, corporate fraud or corruption; and

 

oversight of BCE’s corporate policy management framework, designed to improve employee awareness of, and access to, core corporate policies and business unit-specific practices, processes and procedures.

Corporate policies

The most significant corporate-wide policies with respect to business ethics are the Code of Business Conduct, the Complaint Procedures for Accounting and Auditing Matters, the Disclosure Policy and the Auditor Independence Policy. These policies are available in the governance section of our website at BCE.ca.

Code of Business Conduct

Our Code of Business Conduct provides various rules and guidelines for ethical behaviour based on BCE’s values, applicable laws and regulations and corporate policies. The Code of Business Conduct applies to all employees, officers and directors. In recognition of the important role of the directors and senior management in demonstrating their commitment to and support of BCE’s ethics program, as embodied in the values and rules set out in the Code of Business Conduct, the Board requires all directors and executives to certify annually their compliance with the Code of Business Conduct. This certification also confirms their express support for the setting of standards to discourage wrongdoing and to promote honest and ethical conduct throughout the organization.

Our shareholders, customers and suppliers expect honest and ethical conduct in all aspects of our business. Accordingly, we also require that all employees certify annually that they have reviewed and understand the Code of Business Conduct. In addition, all new employees are required

to complete an online training course on the Code of Business Conduct as part of the onboarding process. All employees are required to complete the online training course every two years. Employees must also report to their manager any real or potential conflict of interest and, as required, provide written disclosure of such conflict to the Corporate Secretary. The Corporate Secretary is responsible for managing and resolving employee conflict of interest issues.

 

 

The Board requires all directors, executives and

employees to certify annually their compliance

with our code of business conduct

 

The Code of Business Conduct can be found in the governance section of our website at BCE.ca.

 

Confidential channel for reporting ethical breaches

The Code of Business Conduct requires that employees report any illegal acts or violations of the Code or other Bell policies and provides instructions on how to do so through our confidential and anonymous Business Conduct Help Line or by contacting the Corporate Secretary or the Chair of the Audit Committee.

BCE considers it vital that employees have the most effective tools to ask questions or raise issues concerning any ethical dilemma. Our Business Conduct Help Line can be accessed 24/7 by phone or online on a

completely anonymous and confidential basis, to ask questions or report concerns relating to issues under the Code of Business Conduct. The system is administered by a third-party firm, independent of BCE, specializing in the field. It also allows employees to track the progress of their inquiries online and respond to requests for additional information (when required), and provides BCE with an auditable record of issues. The Business Conduct Help Line received 238 reports and inquiries in 2023.

 

 

Conflicts of interest and related party transactions

Pursuant to our Code of Business Conduct, which is the responsibility of the Governance Committee, employees, executives and directors must avoid any situation that would place them in a situation of conflict of interest, including through entering into related party transactions. The Code of Business Conduct provides that executives and directors are required to disclose any actual or potential conflict of interest, including through entering into related party transactions, to the Corporate Secretary, who is responsible for administering the Code. In addition, on an annual basis, executives and directors are required to certify compliance with the Code.

Our Conflict of Interest Guidelines for Directors also require that directors report any real or potential conflict of interest to the Corporate Secretary. Any real or potential conflicts of interest are reviewed by the Governance Committee and reported to the Board. Should an actual or potential

conflict of interest arise, including through entering into related party transactions, a director must also withdraw from any discussion and not vote on such matter.

In addition, the Governance Committee’s charter requires that it conduct quarterly reviews of related party transactions. For the purpose of the Governance Committee’s charter, a related party is defined as a director, a corporation of which the director is an officer, or a corporation in which the director has a material interest, including through an ownership interest.

The Audit Committee also reviews any material related party transaction. For the purpose of this review, related party transactions include transactions with joint arrangements, associates and the BCE Master Trust Fund, and compensation of key management personnel and the Board.

 

 

  31


Table of Contents

Corporate governance practices 6

 

Complaint procedures for accounting and auditing matters

The Audit Committee has established the Complaint Procedures for Accounting and Auditing Matters (the Complaint Procedures Policy), which directs anyone with concerns pertaining to corporate fraud, accounting, internal accounting controls or auditing matters to report such concerns through the Business Conduct Help Line, or, for members of the public, to Bell’s “Complaints and Concerns” line, or directly to the Corporate Secretary. Any director, officer or employee of any business unit who receives a submission from any person, in writing or verbally, regarding a reportable activity, pursuant to the Complaint Procedures Policy, is required to immediately report such submission to the Corporate Secretary, Internal Audit or Corporate Security.

Where a submission considered to be a material reportable activity is received, the Complaint Procedures Policy requires the Corporate Secretary to ensure the activity is reported to the Audit Committee Chair, review the activity with the Chief Financial Officer, Internal Audit, Corporate Security and Audit Committee, as appropriate, and, whenever possible and appropriate, report back to the employee or third party who reported the activity.

The Complaint Procedures Policy requires that submissions made by employees be treated confidentially and anonymously, unless otherwise specifically permitted by the employee or required by law, and protects employees making reports from any retaliation, discharge or other type of sanction.

 

 

The Audit Committee has established complaint

procedures for employees to confidentially

and anonymously submit concerns about

questionable accounting or auditing matters

 

The Complaint Procedures Policy can be found in the governance section of our website at BCE.ca.

 

 

Disclosure Policy

The Board periodically approves policies for communicating with our various stakeholders, including shareholders, employees, financial analysts, governments and regulatory authorities, the media and the Canadian and international communities. The Disclosure Policy was adopted to govern our communications with the investment community, the media and the general public. This policy was designed to assist us in seeking to ensure that our communications are timely, accurate and

broadly disseminated according to the laws that apply to us. The policy establishes guidelines for the verification of the accuracy and completeness of information disclosed publicly and other guidelines dealing with various matters, including material information, news releases, conference calls and webcasts, electronic communications and rumours. The Disclosure Policy can be found in the governance section of our website at BCE.ca.

 

 

Auditor Independence Policy

Our Auditor Independence Policy is a comprehensive policy governing all aspects of our relationship with the external auditors, including:

 

establishing a process for determining whether various audit and other services provided by the external auditors affect their independence;

 

identifying the services that the external auditors may and may not provide to the Corporation and its subsidiaries;

 

pre-approving all services to be provided by the external auditors of the Corporation and its subsidiaries; and

 

establishing a process outlining procedures when hiring current or former personnel of the external auditors in a financial oversight role to ensure auditor independence is maintained.

In particular, the policy specifies that:

 

the external auditors cannot be hired to provide any services falling within the prohibited services category, such as bookkeeping, financial information systems design and implementation, or legal services;

 

for all audit and non-audit services falling within the permitted services category, such as prospectus, due diligence and non-statutory audits, a request for approval must be submitted to the Audit Committee prior to engaging the external auditors;

 

specific permitted services, however, are pre-approved annually and quarterly by the Audit Committee and consequently only require approval by the Executive Vice President and Chief Financial Officer prior to engaging the external auditors; and

 

at each regularly scheduled Audit Committee meeting, a summary of all fees billed by the external auditors by type of service is presented. This summary includes the details of fees incurred within the pre-approval amounts.

The Auditor Independence Policy is available in the governance section of our website at BCE.ca.

 

 

32   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Corporate governance practices 6

 

Oversight and reports

The Board is responsible for ensuring that BCE’s management creates and supports a culture in which ethical business conduct is recognized, valued and exemplified throughout the organization. The Board must also satisfy itself as to the integrity of the President and CEO, other corporate officers and senior management. Both the Governance Committee and the Audit Committee support the Board in its oversight of BCE’s ethics program. The Governance Committee is responsible for the content of the policies regarding ethics, while the Audit Committee has the oversight responsibility for compliance with these policies.

The Governance Committee and the Audit Committee receive a quarterly report prepared by the Corporate Secretary regarding business ethics risks, reports and inquiries made through our anonymous and confidential

Business Conduct Help Line, including, in the case of the Audit Committee, details of complaints received, if any, in respect of accounting and auditing matters. Each Board committee oversees different categories of reports and receives, on an annual, quarterly or ad hoc basis, updates from management about investigations into reports received across all channels, including the confidential Business Conduct Help Line, for the applicable categories of reports.

The Chair of the Audit Committee is notified by either the Corporate Secretary or the Vice President, Audit and Risk Advisory Services of any complaints that relate to accounting, internal controls, auditing matters or corporate fraud. The results of any investigation or follow-up action are provided to the Audit Committee.

 

 

Governance disclosure

The following documents, to which we have made reference throughout this circular, are available on our website at BCE.ca:

 

the charter of the Board and of each of its committees, including the position description the Board Chair and the committee chairs, respectively;

 

the position description of the President and CEO;

 

our director independence standards;

 

our key corporate policies, including our Code of Business Conduct;

 

a summary of the differences between the NYSE rules and BCE’s corporate governance practices; and

 

this statement of corporate governance practices.

To obtain a printed version of any of these documents free of charge, please write to the Corporate Secretary’s Office at 1 Carrefour Alexander-Graham-Bell, Building A, 7th floor, Verdun, Québec, Canada, H3E 3B3, or call 1-800-339-6353. The charter of the Board is expressly incorporated by reference and is part of this circular. Other documents or websites referred to in this circular are not part of this circular and are not incorporated by reference herein.

 

 

  33


Table of Contents

Committee reports 7

 

7

Committee reports

 

 

This section includes reports from each of the Board’s four standing committees and tells you about their current members, responsibilities and activities in the past year.

 

 

 

7.1

Audit Committee report

LOGO

The Audit Committee assists the Board in its oversight of the integrity of our financial statements and related information, compliance with applicable legal and regulatory requirements, the independence, qualifications and appointment of the external auditors, the performance of both the external and internal auditors, management’s assessment and reporting on the effectiveness of internal controls and risk processes as they relate to financial reporting.

Also see Schedule 1 – Audit Committee Information in our AIF for the year ended December 31, 2023, which you can access on our website at BCE.ca, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov, for information about the Audit Committee, including its charter, information about the independence, financial literacy, relevant education and experience of Audit Committee members, as well as Audit Committee policies and procedures for engaging the external auditors. The charter of the Audit Committee is available in the governance section of our website at BCE.ca.

 

 

Key functions and highlights for 2023

The Audit Committee communicates regularly and directly with management and the internal and external auditors. The Audit Committee held five meetings in 2023. Time is set aside at each regularly scheduled meeting for the committee members to meet without management and the internal and external auditors, and to meet separately with each of management and the internal and external auditors.

The Audit Committee continued to focus on four key areas in 2023:

 

assessing the appropriateness of our financial reporting;

 

reviewing the adequacy of policies and processes for internal control over financial reporting, material related party transactions, risks as they relate to financial reporting and compliance with laws and regulations that apply to us, including oversight of compliance with our Code of Business Conduct and security and environmental policies;

 

monitoring the application of International Financial Reporting Standards (IFRS), in particular IFRS 15 and IFRS 16; and

 

overseeing all aspects of the internal and external audit functions.

Financial reporting

The Audit Committee meets to review the following documents with management and the external auditors and recommends them to the Board for approval:

 

our annual financial statements and quarterly interim financial reports;

 

the related MD&A;

 

the strategic overview of our integrated annual report and the introductory overview of our annual financial report;

 

our annual report on Form 40-F for U.S. purposes;

 

our AIF;

 

our earnings press releases; and

 

our Safe Harbour Notice Concerning Forward-Looking Statements.

This review is to provide reasonable assurance that:

 

the Corporation’s financial reporting is complete and fairly presented in all material respects; and

 

the accounting principles used to prepare our financial statements are appropriate, in particular where judgements, estimates, risks and uncertainties are involved, and we have provided adequate disclosure of material issues.

The Audit Committee also reviews new legal and regulatory initiatives that apply to us and the adoption, implementation and disclosure of new accounting standards. It also assesses the potential impact of choosing between accounting alternatives, when appropriate.

 

 

34   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Committee reports 7

 

Disclosure controls & procedures

The Audit Committee is responsible for overseeing management’s assessment of disclosure controls and procedures, related certifications provided by the President and CEO and the CFO and any related disclosures that may result from management’s assessment.

Under applicable rules, the Corporation is required to establish and maintain disclosure controls and procedures to ensure that the information we publicly disclose is accurately recorded, processed, summarized and reported in a timely manner. The Board has approved guidelines outlining the Corporation’s disclosure controls and procedures, as well as a written charter outlining the responsibilities, membership and procedures of the disclosure and compliance committee. This committee consists of officers and other key employees responsible for overseeing the accuracy and timeliness of the Corporation’s disclosure documents.

As part of our disclosure controls and procedures, we have established a comprehensive process to support the annual and quarterly certifications required under applicable rules. Among other things, these certifications by the President and CEO and the CFO state that:

 

they are responsible for establishing and maintaining the Corporation’s disclosure controls and procedures;

 

they have evaluated the effectiveness of these disclosure controls and procedures;

 

the Corporation’s annual financial statements, quarterly interim financial reports, related MD&A and the AIF do not contain any untrue statement of a material fact; and

 

the Corporation’s annual financial statements, quarterly interim financial reports and other financial information fairly present, in all material respects, the Corporation’s financial condition, results of operation and cash flows.

Internal control over financial reporting

The Audit Committee is responsible for overseeing management’s assessment of internal control over financial reporting (ICFR), related certifications provided by the President and CEO and the CFO and any related disclosures that may result from management’s assessment.

Management has established a comprehensive process to document ICFR and evaluate the effectiveness of such controls in compliance with applicable rules. Management has prepared a report on the effectiveness of ICFR as at December 31, 2023, which is filed as part of the Corporation’s annual financial report. This management report contains:

 

a statement of management’s responsibilities for establishing and maintaining adequate ICFR;

 

a description of the framework used to evaluate, and management’s assessment of, the effectiveness of the Corporation’s ICFR; and

 

a statement that the external auditors have issued an opinion to the effect that the Corporation’s ICFR was effective as at December 31, 2023.

Regulations also require that the President and CEO and the CFO, in separate individual certificates, attest to the Corporation’s ICFR. The President and CEO and the CFO have certified that they have disclosed to the external auditors and the Audit Committee, based on their most recent evaluation of ICFR:

 

all significant deficiencies and material weaknesses, if any, in the design or operation of ICFR that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; and

 

any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s ICFR.

The Audit Committee met with management, our internal auditor and the external auditors, Deloitte LLP, over the course of 2023 to receive status reports on management’s documentation and assessment process. Management provided the Audit Committee with their report on their review of the design and operating effectiveness of ICFR as at December 31, 2023. No material weakness in the design or operation of ICFR was noted.

The Audit Committee will continue to regularly monitor management’s evaluation process and the effectiveness of our ICFR throughout 2024.

Audit function

The Audit Committee is responsible for recommending to the Board the appointment of the external auditors and their compensation. The Audit Committee is directly responsible for:

 

evaluating the external auditors annually and comprehensively at least every five years, to make sure that they fulfil their responsibilities. The Audit Committee reviews the external auditors’ performance, as well as their qualifications, independence, internal quality control procedures, audit plans and fees; and

 

assessing the adequacy of the auditor independence policy and approving recommendations for changes to, and monitoring compliance with, the policy. This includes the process for approving in advance all audit and other services to be provided by the external auditors.

In keeping with our focus on strong corporate governance practices with respect to auditor independence, the Audit Committee initiated a request for proposal process for external auditor services in 2023, which was completed in 2024. For additional information, please see section 3.3, entitled Appointing the auditors.

The Audit Committee also oversees the internal audit function.

This includes:

 

overseeing internal audit plans, staffing and budgets;

 

evaluating the responsibilities and performance of the internal auditor; and

 

reviewing periodic internal audit reports and corrective actions being taken.

The Vice President, Audit and Risk Advisory Services, reports directly to the Chair of the Audit Committee.

Risk management

The Audit Committee is responsible for oversight of the Corporation’s risks as they relate to financial reporting. For additional information, please see Risk oversight under section 6, entitled Corporate governance practices.

Other

The Audit Committee also reviews our compliance with respect to our environmental policies and Journalistic Independence Policy, reviews the adequacy of our process for complying with laws and regulations, and carries out an annual evaluation of its performance with the Governance Committee, including a review of the adequacy of its charter.

The Audit Committee reported on these matters and on its activities to the Board.

Report presented March 7, 2024, by:

L.P. Pagnutti, Chair

K. Lee, M.F. Leroux, J. Tory, C. Wright

 

 

  35


Table of Contents

Committee reports 7

 

 

 

7.2

Governance Committee report

LOGO

The Governance Committee assists the Board in developing and implementing our corporate governance principles and guidelines, identifying individuals qualified to become members of the Board, determining the composition of the Board and its committees, determining the directors’ compensation for Board and committee service, developing and overseeing an assessment process for the Board, the Chair of the Board, Chairs of committees and individual directors, overseeing our policies concerning business conduct, ethics, public disclosure of material information, AI governance and other matters, and overseeing our ESG strategy (including climate change strategy and climate-related matters, and supply chain labour issues), and its integration within our overall business strategy, and disclosure. The charter of the Governance Committee is available in the governance section of our website at BCE.ca.

 

 

Key functions and highlights for 2023

The Governance Committee held four meetings in 2023. The Governance Committee communicates regularly and directly with management. Time is set aside at each regularly scheduled meeting for the committee members to meet without management.

Board and committee composition and diversity

 

Reviewed the size and composition of the Board and its committees to ensure it continues to benefit from the range of skills, expertise and experience needed to function effectively and for sound succession planning.

 

Proactively identified Board candidates with a view to ensuring the ongoing renewal of required competencies by the best possible talents.

 

Recommended that the Board maintain its gender diversity target of a minimum of 35% gender diverse directors.

Board effectiveness and board assessment

 

Oversaw the annual review of the effectiveness of the Board and of its committees and the assessment of the performance of each director and of the Board, the Board Chair, Board committees and each committee Chair.

 

Reviewed the directors’ attendance record and compliance with the Board attendance policy.

Director compensation and share ownership guideline

Reviewed the adequacy and form of non-executive directors’ compensation for serving on the Board and its committees, including the guideline for minimum share ownership, to ensure that it continues to be appropriate (refer to section 5, entitled Director compensation, for a complete description of the directors’ compensation and share ownership guidelines in 2023).

Environmental, social and governance

 

Oversaw our ESG strategy (including our climate change strategy and climate-related issues, and supply chain labour issues) and its integration within our overall business strategy.

 

Monitored the implementation of ESG programs, goals and key initiatives, including our Bell for Better program.

 

Oversaw our ESG disclosure, including its assurance processes.

 

Reviewed our community investments.

Governance best practices

 

Reviewed the independence of directors and our director independence standards; these standards are available in the governance section of our website at BCE.ca.

 

Reviewed related party transactions.

 

Reviewed the financial literacy and expertise of the members of the Audit Committee.

 

Considered board interlocks and the possible effect of any change in a director’s external directorships or principal occupation on such director’s suitability to continue to serve as a director.

 

Reviewed the Board’s corporate governance principles and guidelines.

 

Performed an annual review of policies under the responsibility of the Governance Committee, including our Code of Business Conduct.

 

Reviewed our new Responsible AI Policy.

 

Monitored developments in corporate governance best practices.

 

Reviewed and recommended that the Board approve the circular, including the Board’s response to the shareholder proposals, for the 2023 annual general meeting.

 

Oversaw the manner in which our shareholders will participate and exercise their voting rights at the meeting.

 

Reviewed the adequacy of the charter of the Board, the charter of the Governance Committee and the respective charters of every other committee of the Board.

Other

The Governance Committee reported on these matters and on its activities to the Board.

Report presented March 7, 2024, by:

M.F. Leroux, Chair

D.F. Denison, K. Lee, K. Sheriff,

R.C. Simmonds, C. Wright

 

 

36   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Committee reports 7

 

 

 

7.3

Risk and Pension Fund Committee report

 

LOGO

The Risk and Pension Fund Committee has primary oversight responsibility for the Corporation’s enterprise risk governance framework as well as the key risks to which BCE is exposed. It also advises the Board on policies relating to the administration, funding and investment of the pension plans, pension funds and master trust funds. For the defined benefit arrangements, master trust funds are unitized pooled funds that the Corporation sponsors for the collective investment of its pension funds and the pension funds of its participating subsidiaries. For the defined contribution arrangements, various pooled fund investment options are offered to members. The charter of the Risk and Pension Fund Committee is available in the governance section of our website at BCE.ca.

 

 

Key functions and highlights for 2023

The Risk and Pension Fund Committee held five meetings in 2023. The Risk and Pension Fund Committee communicates regularly and directly with management. Time is set aside at each regularly scheduled meeting for the committee members to meet without management.

Risk management

 

Reviewed and monitored the Corporation’s enterprise risk governance framework and the policies, procedures and controls management uses to evaluate and manage key risks to which the Corporation is exposed.

 

Reviewed our Safe Harbour Notice Concerning Forward-Looking Statements.

 

On a quarterly basis, received management updates on environmental matters and security (including cyber security) incidents.

 

Reviewed and monitored the Corporation’s exposure to key risks that may result in significant operational, financial, legal or reputational impacts, except risks that remain under the primary responsibility of another committee of the Board, including: operational risk exposures such as the Corporation’s network resiliency, business continuity plans, work stoppage and disaster recovery plans; regulatory and public policy risks; information management and privacy risks; artificial intelligence risks; security risks, including information security (cyber security), physical security and fraud; supply chain risks and oversight of vendor risks; ESG (including climate change) risks and trends; technological risks; safety risks and trends; and geo-political risks.

Pension funds oversight

 

Reviewed and monitored the performance of the pension funds and the application of investment and risk management policies and procedures. In particular, activities included the review and update of investment policies such as the allocation of the funds’ investments to various asset classes, monitoring the application of our responsible investing policy, the overall structuring of the pension fund assets and the selection of associated investment performance benchmarks.

 

Continued to monitor and adjust the allocation of fund assets to ensure that an appropriate alignment with pension liabilities is maintained.

 

Reviewed and monitored the financial situation and required funding of the pension plans and, in particular, the decision to take plan contribution holidays, where applicable, while considering plan sensitivity to the volatility of financial markets, inflation, liquidity requirements and valuation discount rates.

 

Reviewed and monitored the overall structure of the investment process, including the periodic review of the performance of investment managers.

 

Oversaw and approved the investment options for defined contribution plan participants.

 

Reviewed the control systems and procedures for supervising and monitoring the operating systems in place for carrying out our responsibilities as employer and administrator of the pension plans, pension funds and master trust funds.

Other

The Risk and Pension Fund Committee also carries out an annual evaluation of its performance with the Governance Committee, including the review of the adequacy of its charter.

The Risk and Pension Fund Committee reported on these matters and on its activities to the Board.

Report presented March 7, 2024, by:

C. Rovinescu, Chair

R.P. Dexter, S.A. Murray, L.P. Pagnutti,

K. Sheriff, R.C. Simmonds, L. Vachon

 

 

  37


Table of Contents

Committee reports 7

 

 

 

7.4

Compensation Committee report

 

LOGO

The Compensation Committee is the human resources committee of the Board. The Compensation Committee assists the Board of Directors in its oversight responsibilities relating to compensation, nomination, evaluation and succession of the President and CEO, other officers and management personnel. In addition, the Compensation Committee oversees the Corporation’s Human Resources strategy and compliance with workplace policies and practices. The charter of the Compensation Committee is available in the governance section of our website at BCE.ca.

 

Please refer to the section entitled Executive compensation, beginning on page 41, for a description of our compensation philosophy, policies and programs and how our President and CEO, our CFOs (current and retired) and our three other most highly compensated executive officers are remunerated.

All members of the Compensation Committee are independent and have a thorough understanding of the principles and policies underlying executive compensation decisions. They acquired this through experience as heads of human resources of large publicly traded corporations or as chairs, CEOs or EVPs of sizeable businesses operating within large

publicly traded corporations, as well as through other experience. All members serve or have served on compensation or human resources committees of other public companies and have extensive knowledge of the most important subjects related to executive compensation (such as leadership and succession planning, the development and oversight of incentive plans, the financial and market analysis of compensation plans, the negotiation of employment conditions and review of contracts). The table below demonstrates the breadth and balance of the expertise of the Compensation Committee members by highlighting their five most prominent skills related to compensation and human resources.

 
                                                                                                                                                                                                                        
               
Name  

CEO/EVP/Chief HR

 of other corporation(s) 

  Member/Chair
 of HR Committee 
 

Drafting/

  Review of comp.  

contracts

 

Leadership

  and succession  

planning

 

  Development/  

Oversight

of incentives

   Financial and market 
analysis
of compensation
 

Negotiation

  of employment  

conditions

D.F. Denison

                 

R.P. Dexter

                 

S.A. Murray

                 

C. Rovinescu

                 

J. Tory

                 

L. Vachon

                 

Key functions and highlights for 2023

The Compensation Committee held five meetings in 2023. Time is set aside at each regularly scheduled meeting for the committee members to meet without management or advisors present.

Compensation philosophy, policies & arrangements

The Compensation Committee is responsible for reviewing and approving the Corporation’s compensation philosophy, policies and specific Executive Officer arrangements.

The Compensation Committee has reviewed, determined and monitored:

 

executive compensation philosophy, policies and arrangements. These are further detailed under section 8, entitled The Board of Directors letter to shareholders, and section 9, entitled Compensation discussion & analysis

 

the Compensation Committee’s recommendation of the President and CEO’s performance and of the terms of compensation to the independent directors of the Board for their approval

the President and CEO’s recommendation of the performance of the other executive officers, including the review of personal leadership development plans and the determination of their annual short-term incentive awards and other compensation components

 

benefit plans under the Compensation Committee’s authority

 

equity programs and grant policies

 

equity-based grants for in-year promoted employees and new hires. Key terms of equity-based plans are disclosed under section 9, entitled Compensation discussion & analysis, and section 11, entitled Compensation of our named executive officers

 

developments related to executive compensation.

 

 

38   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Committee reports 7

 

Risk management

The Compensation Committee is responsible for reviewing and monitoring the Corporation’s exposure to risk related to its executive compensation practices and policies and means to mitigate these risks.

The Compensation Committee has evaluated the risk associated with our executive compensation programs and is comfortable that executives are not encouraged to take undue risk on behalf of BCE for personal financial gain. A detailed discussion of our risk assessment can be found in section 9.3, entitled Compensation risk management.

Succession planning

A critical responsibility of the Compensation Committee is to ensure that a comprehensive succession plan is in place for the Corporation’s leadership team. To achieve this, the Compensation Committee meets annually with the President and CEO to review and update the succession plan for all executive officers, including the President and CEO position.

The plan identifies:

 

potential successors for each executive and highlights any personal development required for each candidate to be fully prepared to take on the position; and

 

any candidates who could assume critical leadership roles in the short term should unexpected events leave such roles vacant earlier than expected.

The executive succession plan is part of the Corporation’s overall succession planning process, which covers all key management positions and ensures a strong pipeline of talent is developed at all levels in the organization. As such, the plan presented to the Compensation Committee is the result of an extensive process performed within each business unit and function and integrated at the cross-company level. This includes the identification of key talent, the roles they may be able to assume in the future, and their development plan to prepare for these roles. This may include development moves to other positions, internal or external courses, and close on-the-job mentoring. If no strong internal succession candidates are identified, an external search may be launched. Twice a year, all members of the senior management team are reviewed by the President and CEO and his direct reports in order to provide an integrated and balanced view of talent, to review our progress against our diversity, equity, inclusion and belonging plans across the Corporation and to ensure development plans are on track.

In addition to the regular annual review, key executive talent and succession plans are discussed by the Compensation Committee throughout the year, including, for example, as part of the performance reviews used to determine executive compensation.

The Compensation Committee has reviewed:

 

the appointment or resignation of officers and the consequent compensation changes to ensure that they are appropriate in relation to both external and internal benchmarks;

 

proposed major changes in organization or talent with the President and CEO; and

 

the talent pipeline and plans for ensuring appropriate succession for officers and other senior management personnel with the President and CEO.

Diversity at the senior leadership level

BCE believes it is important to have diversity in the Board, senior leadership team and at all levels of the organization, as this attracts top talent, leads to better performance and reflects the diversity of our employees, customers and shareholder base.

We remain committed to fostering an inclusive, equitable and accessible workplace where all employees feel valued, respected, supported and have the opportunity to reach their full potential.

Our Diversity Leadership Council (DLC) champions Diversity, Equity, Inclusion and Belonging (DEIB) across the organization. The DLC defines Bell’s DEIB strategy and develops company-wide implementation plans for specific actions. The DLC is comprised of 17 diverse senior leaders, including vice presidents, who represent each business unit and the markets we serve across Canada. We work with these vice-presidents to seek to ensure our business strategy and human resource policies align with our DEIB goals.

In seeking to foster diversity at the executive officer level (the President and CEO and their most senior direct reports), the Compensation Committee considers a number of factors, including gender, age, geography, background and other factors related to individual diversity.

In step with our overarching corporate objective to improve gender diversity across levels, including in our senior leadership, Bell was a signatory to the Catalyst Accord 2022 and is currently a member of the 30% Club, which aims to increase the proportion of women within executive leadership positions and serving on Canadian corporate boards to at least 30%. In 2022 and 2023, Bell exceeded that target with 32% women in executive positions but did not achieve Bell’s goal of at least 35% gender diverse executives (vice president level and above) by the end of 2023. In July 2023 we extended our target date to achieve this goal to the end of 2025.

In 2020, BCE committed to taking meaningful actions to address impacts of systemic racism on Black, Indigenous and Persons of Colour (BIPOC) at our company and in our communities. This included setting a new target for BIPOC representation on our senior management team of at least 25% by 2025, and a target of 40% BIPOC representation in our graduate and intern hires. As of the end of 2023, we were at 23% of BIPOC representation within our senior management team (director-level and executives). In addition, we exceeded our target of 40% BIPOC representation in our new graduate and intern hires, achieving 66% representation.

As of December 31, 2023, women held 32% of all executive positions, members of visible minorities held 17%, Indigenous peoples 2%, and persons with disabilities 8%. Moreover, 25% of executive officer positions were held by women (3 of 12); 25% (3 of 12) by members of visible minorities; 0% (0 of 12) by Indigenous peoples; and 17% (2 of 12) by persons with disabilities. In the first quarter of 2024, there were two departures at the executive officer level. This change resulted in increased representation to 30% of executive officer positions held by women (3 of 10) as of February 2024.

 

 

  39


Table of Contents

Committee reports 7

 

BCE’s targets do not specifically focus on executive officer positions only due to the small size of this group. Additionally, due to the small size of the group and reliance on self-reporting, representation targets are not reported for executive officers for women, members of visible minorities, Indigenous peoples and persons with disabilities.

Bell Canada has been recognized as one of Canada’s Top 100 Employers (2023) (1), Canada’s Top Employers for Young People (2023) (2), Montréal’s Top Employers (2023) (3), and Canada’s Top Family-Friendly Employers (2023) (4), underscoring BCE’s commitment to fostering an inclusive workplace for all employees. Furthermore, in 2022, Bell signed on to

become a committed participant of the Progressive Aboriginal Relations program (5), established by the Canadian Council for Aboriginal Business, and Bell continues to work towards certification.

Bell is a member of a number of prominent organizations that support the advancement of women and BIPOC in the workplace, including Catalyst, 30% Club and Women in Communications and Technology, the Women in Tech Network, Black Professionals in Technology Network, Onyx Initiative, Indigenous Works, Pride at Work, QueerTech and Ascend.

The Compensation Committee reviewed management’s DEIB strategy and believes that BCE’s approach ensures sustainable progress with regard to diversity, equity, inclusion and belonging.

 

 

Services rendered by compensation consultants

The Compensation Committee retained Hugessen Consulting Inc. in 2023 to provide independent advice, analysis, and expertise to the Compensation Committee with respect to compensation of executive officers, including evaluation of competitiveness of pay, market insights and compensation trends. Hugessen does not provide any other services to management of the Corporation. Hugessen was originally retained by the Compensation Committee in 2018.

 

Compensation advisory services – related fees

The table below summarizes the aggregate fees paid to the compensation advisors for services they provided in 2022 and 2023.

 

                                                                                                                           
     
     Executive compensation
related fees ($)
     All other fees ($)  
Advisor    2022       2023       2022       2023   

Hugessen

     137,800         201,760         0         0   

Independence of compensation consultants

None of our executive officers has any affiliation or relationship with Hugessen. Hugessen has confirmed that the fees received from BCE in 2023, relative to the aggregate fees received from all of their clients in 2023, are not of such magnitude as to compromise their independence from BCE or its management.

The executive compensation recommendations the Compensation Committee makes to the Board are the responsibility of the Compensation Committee and may reflect factors and considerations other than the information and recommendations provided by Hugessen.

Compliance and governance

The Compensation Committee has reviewed and monitored:

 

the “Say on Pay” voting results obtained at the Annual General Shareholder Meeting and related feedback received from shareholders;

 

the share ownership requirement compliance by executive officers and monitoring of interim measures if requirements are not met;

 

this report of the Compensation Committee and the Compensation discussion & analysis and Compensation of our named executive officers disclosure;

 

our employee survey results;

 

compliance with workplace policies and practices (including health and safety policies, policies ensuring a respectful workplace free from harassment and policies ensuring a diverse and inclusive workplace);

 

the CEO vertical pay ratio analysis comparing the CEO’s total direct compensation and the median annual total direct compensation for all employees; and

 

progress on diversity goals and commitments and review of pay equity.

Other

The Compensation Committee also carries out an annual evaluation of its performance with the Governance Committee, including the review of the adequacy of its charter.

The Compensation Committee reported on these matters and on its activities to the Board.

Report presented on March 7, 2024, by:

D.F. Denison, Chair

R.P. Dexter, S.A. Murray, C. Rovinescu,

J. Tory, L. Vachon

 

 

(1)

Bell was recognized as one of “Canada’s Top 100 Employers” in years 2016 to 2024 by Canada’s Top 100 Employers, an editorial competition organized by Mediacorp Canada Inc., a publisher of employment periodicals. Winners are evaluated and selected based on their industry leadership in offering exceptional workplaces for their employees. Employers are compared to others in their field to determine which offers the most progressive and forward-thinking programs.

 

(2)

Bell was recognized as one of “Canada’s Top Employers for Young People” in the years 2018 to 2024 by Canada’s Top 100 Employers. Winners are evaluated and selected based on the programs offered to attract and retain young employees, when compared to other employers in the same field.

 

(3)

Bell was recognized one of “Montréal’s Top Employers” in years 2013 to 2024 by Canada’s Top 100 Employers. Winners are evaluated and selected based on progressive and forward-thinking programs offered in a variety of areas, when compared to other organizations in the same field.

 

(4)

Bell was recognized as one of “Canada’s Top Family-Friendly Employers” in years 2020 to 2024 by Canada’s Top 100 Employers. Winners are evaluated and selected based on the programs and initiatives offered to help employees balance work and family commitments, when compared to other employers in the same field.

 

(5)

In 2022, Bell signed on to the Progressive Aboriginal Relations (PAR) program established by the Canadian Council for Aboriginal Business. PAR is a program that supports progressive improvement in Indigenous relations with a certification program that confirms corporate performance and commitment.

 

40   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

 

Executive compensation

This section describes our compensation philosophy, policies and programs and

provides the details on the compensation of our named executive officers (NEOs).

 

 

 

8

  The Board of Directors’ letter to shareholders      42  

 

 

9

  Compensation discussion & analysis      46  
 

 

 
  9.1   Overall objective of the executive compensation program      46  
 

 

 
  9.2   Setting executive compensation      46  
   

 

 
    Benchmarking and comparator group      47  
 

 

 
  9.3   Compensation risk management      48  
 

 

 
  9.4   Compensation policy and components      50  
 

 

 
  9.5   2023 Named executive officers’ target pay at risk      50  
 

 

 
  9.6   2023 Compensation elements      51  
   

 

 
    Base salary      51  
   

 

 
    Annual short-term incentive      51  
   

 

 
    Equity-based compensation      54  
   

 

 
    Share ownership requirements      56  
   

 

 
    Clawback policy      57  
   

 

 
    Pension, benefits and perquisites      57  

 

 

10

  President and CEO compensation      58  

 

 

11

  Compensation of our named executive officers      61  
 

 

 
  11.1   Shareholder return performance graph      66  
 

 

 
  11.2   Summary compensation table      67  
 

 

 
  11.3   Incentive plan awards      69  
 

 

 
  11.4   Employees’ savings plan (ESP)      72  
 

 

 
  11.5   Pension arrangements      72  
 

 

 
  11.6   Termination and change-in-control benefits      75  
 

 

 
 

 

  41


Table of Contents

The Board of Directors’ letter to shareholders 8

 

8

The Board of Directors’ letter to shareholders

 

 

Dear fellow shareholders:

On behalf of the Compensation Committee and the Board, we are pleased to share with you our approach to executive compensation, including the framework we have used to make our compensation decisions for 2023.

Our approach to executive compensation

BCE remains focussed on a pay-for-performance approach to compensation for all team members, including our executive team. This philosophy supports the execution of Bell’s six strategic imperatives and our transformation from a traditional telco to a tech services and digital media leader, as we deliver on our purpose to advance how Canadians connect with each other and the world and our commitment to grow long-term value for our shareholders.

The alignment between shareholder value creation and the compensation of our executives is reflected in our annual “Say on Pay” advisory vote, which received strong support last year with 92.5% of the votes cast in favour of our executive compensation program.

Executive compensation is also directly linked to the clear and achievable sustainability targets set by the Board of Directors for Bell for Better through the Annual Incentive Plan (AIP). In 2023, ESG metrics represented at least 30% of the strategic imperative score (which comprises 40% of the corporate performance index). For additional details please see page 53, under 2023 Corporate Performance Index.

 

 

Financial and operational performance highlights

BCE’s compensation decisions for 2023 reflect the solid financial and operational performance of the BCE team:

Financial performance highlights

Key highlights of BCE’s financial performance in 2023 are as follows:

 

We delivered $7,946 million of cash flows from operating activities and $3,144 million of free cash flow (1) in 2023, compared to $8,365 million and $3,067 million, respectively, in 2022, supporting the 2023 BCE dividend increase and the continued investments in our key capital projects and strategic initiatives

 

BCE operating revenues grew 2.1%, over last year, from both higher service revenue of 0.9% and higher product revenue of 9.4%, reflecting our solid operational execution

 

In 2023, BCE’s net earnings decreased by 20.5% compared to 2022, while BCE’s adjusted EBITDA(1) grew by 2.1% in 2023, compared to 2022, driven by growth from our Bell CTS segment, partly offset by a decline in our Bell Media segment. This resulted in an adjusted EBITDA margin (2) of 42.2% in 2023, which remained unchanged from last year despite the higher operating costs

Net earnings per common share (EPS) of $2.28 in 2023 declined by $0.70, compared to last year, attributable to higher other expense mainly due to losses on our equity investments in associates and joint ventures which included a loss on BCE’s share of an obligation to repurchase at fair value the minority interest in one of BCE’s joint ventures, higher interest expense, higher depreciation and amortization and higher severance, acquisition and other costs, partly offset by higher adjusted EBITDA and lower impairment of assets. Excluding the impact of severance, acquisition and other costs, net mark-to-market gains (losses) on derivatives used to economically hedge equity settled share-based compensation plans, net equity gains (losses) on investments in associates and joint ventures, net gains (losses) on investments, early debt redemption costs and impairment of assets, net of tax and NCI, adjusted EPS(1) in 2023 was $3.21 per common share, compared to $3.35 per common share in 2022

Following a successful year of financial and operating performance, we are able to increase the dividend in 2024 by 3.1%, bringing the annual dividend to $3.99 per share. This is BCE’s 16th consecutive year of uninterrupted dividend growth as we continue to deliver on our shareholders’ expectation of a stable and growing dividend.

 

 

(1)

Free cash flow is a non-GAAP financial measure, adjusted EBITDA is a total of segments measure and adjusted EPS is a non-GAAP ratio. These financial measures do not have any standardized meaning under IFRS. Therefore, they are unlikely to be comparable to similar measures presented by other issuers. We define adjusted EPS as adjusted net earnings per BCE common share. Refer to section 11, Non-GAAP financial measures, other financial measures and key performance indicators (KPIs) of BCE’s annual management’s discussion and analysis for the year ended December 31, 2023 (MD&A) included on pages 103 to 108 of BCE’s 2023 annual financial report for more information concerning these measures including, in the case of adjusted EBITDA, a reconciliation to net earnings being the most directly comparable IFRS financial measure and for free cash flow, a reconciliation to cash flows from operating activities being the most directly comparable IFRS financial measure. This information from our MD&A is incorporated by reference into this circular.

 

(2)

Adjusted EBITDA margin is defined as adjusted EBITDA divided by operating revenues.

 

42   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

The Board of Directors’ letter to shareholders 8

 

Operational performance highlights

To deliver on our purpose to advance how Canadians connect with each other and the world and our six strategic imperatives, Bell is transforming from a traditional telco to a tech services and digital media leader. The BCE team’s operational results in 2023 reflect our progress in that transformation and our dedication to our customers, colleagues, and community with ongoing investments in our advanced broadband and wireless networks and digital customer and media experiences.

Progress on six strategic imperatives highlights

Expanded our fibre to the premises (FTTP) direct fibre footprint to an additional 633,000 homes and businesses. FTTP enables multi-gigabit symmetrical download and upload Internet speeds, offering a performance and quality advantage over cable networks. At the end of 2023, approximately 6.5 million locations in Bell’s footprint had access to multi-gigabit symmetrical speeds of 3 Gbps

 

Expanded our 5G wireless network to reach 86% of Canada’s population

 

Entered into a multi-year exclusive agreement with Staples Canada to sell Bell, Virgin Plus and Lucky Mobile wireless and wireline services through Staples stores across Canada for consumers and small businesses. In addition, Bell and Staples are partnering to sell Bell wireless and wireline services direct to medium-sized businesses through the Staples Professional sales team, backed by Bell’s communications expertise

 

Acquired FX Innovation, a Montréal-based provider of cloud-focused managed and professional services and workflow automation solutions for business clients. The acquisition enables the delivery of leading-edge technology solutions for Canadian businesses and supports Bell’s position as a technology services leader

Maintained CTV’s #1 ranking as the most-watched TV network in Canada for the 22nd year in a row (1)

 

Extended a long-term and exclusive licensing agreement with Warner Bros. Discovery that includes HBO and Max Originals, new cable and library television series, and pay and post-pay window rights for Warner Bros. films and library films

 

Led national telecom service providers in reducing our share of consumer complaints, according to the 2022–2023 Annual Report from the Commission for Complaints for Telecom-television Services (CCTS). Bell reduced its share of total industry complaints for an eighth consecutive year, decreasing its share of complaints by 6% over the previous year

 

Ranked 1st most sustainable telecom globally and 51st overall in the Corporate Knights Global 100 2024 ranking of the most sustainable corporations in the world (2)

Additional details on BCE’s financial and operational performance in 2023 can be found under section 9.6, entitled 2023 Compensation elements, under the heading 2023 Corporate Performance Index and section 10, entitled President and CEO compensation.

 

 

Organizational changes in 2023

Our executive succession plan ensures we continue to have strong senior leadership talent and the best structure in place to support the delivery of our strategy and our transformation. In 2023, the following changes were made to the senior leadership team with the departure of a number of our executives:

 

John Watson took on the expanded role of Group President, Business Markets, Customer Experience and AI following the retirement of Tom Little in January 2023

 

Consumer and Small & Medium Business, led by Blaik Kirby, Group President, was reorganized in Q3 2023 with the departure of Claire Gillies, former EVP, Marketing and President Consumer

Curtis Millen was promoted to Executive Vice President and Chief Financial Officer in September 2023, replacing Glen LeBlanc who retired from Bell in January 2024

 

Sean Cohan was appointed to the role of President, Bell Media in November 2023, replacing Wade Oosterman, who retired from Bell in January 2024

Together with Mirko Bibic, Curtis Millen and Glen LeBlanc (retired CFO), Wade Oosterman, John Watson and Stephen Howe are BCE’s named executive officers (NEOs).

 

 

 

(1)

Based on data provided by Numeris.

 

(2)

In January 2024, Corporate Knights, a sustainable-economy media and research company, ranked Bell #1 among telecom providers and #51 overall in its global 2024 ranking of the World’s 100 Most Sustainable Corporations. The ranking is based on an assessment of more than 6,000 public companies with revenue over US $1 billion. All companies are scored on applicable metrics relative to their peers, with 50% of the weight assigned to sustainable revenue and sustainable investment.

 

  43


Table of Contents

The Board of Directors’ letter to shareholders 8

 

Our 2023 compensation program

BCE’s compensation policies and programs are reviewed regularly to ensure they remain competitive, are linked to performance and are aligned with shareholders’ interests.

Base salary

Our target positioning for base salaries is at the 50th percentile of our comparator group. Salaries are reviewed from time to time and adjusted to reflect increases in responsibilities and market trends. Consideration is also given to experience, performance and internal equity. In 2023, aggregate NEO salaries increased by 1% over 2022 levels (versus a 3% increase in the previous year). Details about any changes to base salaries of 2023 NEOs can be found in section 11 entitled Compensation of our named executive officers.

Annual short-term incentive plan

Our annual short-term incentive plan is designed to reward achievement on critical financial metrics (adjusted EBITDA, revenue and free cash flow) and operating metrics.

The operational metrics of BCE’s AIP are based on BCE’s purpose to advance how Canadians connect with each other and the world and our six strategic imperatives:

 

Build the best networks

 

Drive growth with innovative services

 

Deliver the most compelling content

 

Champion customer experience

 

Operate with agility and cost efficiency

 

Engage and invest in our people and create a sustainable future.

Results against these imperatives accounted for 40% of the corporate performance index in 2023, consistent with 2022. ESG related metrics are included within the “Engage and invest in our people and create a sustainable future” imperative and other imperatives, which in aggregate, represented in excess of 30% of the total strategic imperatives score.

In 2023, the Corporation delivered revenue, adjusted EBITDA and free cash flow all within financial guidance target ranges, though below target performance set for the AIP. We maintained solid performance on the six strategic imperatives, and approved an overall corporate performance index of 93% out of a possible 150%. This accounts for 70% of the annual short-term incentive paid to executive officers, while personal performance accounts for the remaining 30%.

Long-term incentive plan

Our long-term incentive plan is designed to reward the creation of value for our shareholders while providing a vehicle to attract and retain talented and skilled executives.

The 2021 PSU grant, which vested in 2023, is the first grant to vest since the LTIP program was re-designed to eliminate stock options and introduce a relative total shareholder return (TSR) metric for PSUs, in addition to a free cash flow metric. The 2021 PSU grant achieved 108% payout as detailed further in section 9.6 entitled 2023 Compensation elements under the heading PSU payouts.

Consistent with recent years, the 2023 LTIP is comprised of 50% RSUs and 50% PSUs. PSUs are measured 50% on relative TSR performance and 50% on free cash flow. Relative TSR is compared to median TSR of a peer group of seven North American telco companies (Rogers Communications Inc., TELUS Corporation, Cogeco Communications Inc., Quebecor Inc., AT&T, Verizon, Comcast), chosen based on industry relevance, capital market competitors and investment characteristics. This LTIP mix applies to all executives, including the President and CEO and all EVPs. No stock options have been granted since 2020.

 

 

44   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

The Board of Directors’ letter to shareholders 8

 

2023 CEO compensation

In Q1 2023, the Board and Compensation Committee approved an increase to M. Bibic’s long-term incentive award of $500k to continue his compensation progression and to address market competitiveness. As a result, 89% of M. Bibic’s target total direct compensation is now considered at-risk. There are no changes to M. Bibic’s target compensation for 2024.

M. Bibic’s actual total direct compensation for 2023 was $12.4 million, up by 3% compared to 2022, as a result of the increase in his long-term incentive grant, partially offset by a decrease in the amount of his 2023 short-term incentive plan award ($2.96 million in 2023 versus $3.09 million in 2022).

Additional details on the President and CEO’s 2023 accomplishments can be found in section 10, entitled President and CEO Compensation, as well as the look-back table which sets out the actual value received by the President and CEO in 2023 and over the past five years compared to the value received by our shareholders and demonstrates the alignment between the compensation for NEOs and shareholder value.

 

 

Looking ahead to 2024

 

Executive target compensation

As part of the restructuring effort announced in Q1 2024 to ensure our operating model and cost structure align with customer expectations and our transformation, there will be no change in target compensation in 2024 for the President and CEO or the current NEOs.

Long-term incentive plan

As noted earlier, the 2021 PSU grant, which vested in 2023, is the first grant to vest since the LTIP program was re-designed to eliminate stock options. With that, the Compensation Committee conducted a comprehensive review of the plan’s performance and alignment with shareholders’ interests. Following this review, the Compensation Committee and Board approved the 2024 LTIP, which will continue to be comprised of 50% RSUs and 50% PSUs. The PSU performance metrics are unchanged at 50% relative TSR performance and 50% free cash flow. However, beginning with the 2024 grant, the relative TSR performance metric will be measured over a three-year performance period (previously measured in three annual performance periods) which aligns with current market practice.

 

 

Conclusion

The responsibility for executive compensation rests with the Board, and we confirm that we fully understand the long-term implications of the executive compensation decisions we make and the programs we approve.

Members of the Compensation Committee will be present at the meeting to answer any questions you may have about executive compensation. Alternatively, shareholders can reach us through the Corporate Secretary’s

 

Office or the Investor Relations Group at 1 Carrefour Alexander-Graham-Bell, Building A, 7th floor, Verdun, Québec, Canada, H3E 3B3 or call 1-800-339-6353. Our approach to executive compensation supports the execution of the Corporation’s strategy, and we remain committed to developing the compensation policies and programs that will continue to produce the results that deliver value to you, our shareholders.

 

 

LOGO

  LOGO
Gordon M. Nixon   David F. Denison
Chair of the Board   Chair of the Compensation Committee

March 7, 2024

 

 

 

  45


Table of Contents

Compensation discussion & analysis 9

 

9

Compensation discussion & analysis

 

 

 

This section describes our compensation philosophy, policies and programs and discusses the compensation provided in 2023 to our President and CEO, our CFOs (current and retired) and our three other most highly compensated executive officers. In 2023, these executive officers continued to contribute to the growth and success of Bell. They are referred to in this document as the “NEOs” and are as follows:

Mirko Bibic, President and CEO, BCE Inc. and Bell Canada

 

Curtis Millen, Executive Vice President and Chief Financial Officer, BCE Inc. and Bell Canada

 

Glen LeBlanc, EVP and Chief Financial Officer (Retired) and Vice Chair, Atlantic Canada

 

Wade Oosterman, Former President, Bell Media and Vice Chair, BCE Inc. and Bell Canada

 

John Watson, Group President, Business Markets, Customer Experience and AI

 

Stephen Howe, Chief Technology and Information Officer

 

 

 

 

9.1

Overall objective of the executive compensation program

Our executive compensation program is based on a pay-for-performance philosophy. The overall goal is to create sustainable value for shareholders by:

 

attracting, motivating and retaining the executive officers needed to drive the business strategy, and

 

rewarding them for financial and operating performance and leadership excellence.

 

 

 

9.2

Setting executive compensation

The following chart illustrates BCE’s compensation governance structure and roles and responsibilities in setting and administering executive compensation.

 

LOGO

 

46   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation discussion & analysis 9

 

Benchmarking and comparator group

To ensure the competitiveness of the compensation provided to our executives, the Compensation Committee regularly reviews the compensation for similar executive positions at other companies with whom we compete for talent (our comparator group).

A full benchmarking study of all executive positions, including the NEOs, using our comparator group presented below is conducted every two years. The results of the last review completed with Hugessen showed that our executive pay is well aligned to our executive compensation policy, which targets total compensation to be positioned at the 60th percentile of our comparator group for strong performers.

We regularly review the composition of our comparator group to ensure that the companies continue to reflect our context in terms of size, industry, market capitalization and complexity. A full review of the benchmark and comparator group was completed in 2022 with Hugessen, which resulted in the addition of four new companies to the comparator group and removal of nine former peers for a new comparator group consisting of fourteen peers. The Compensation Committee uses our comparator group to benchmark the value of executive total compensation, including base salary, short- and long-term incentives, benefits, retirement programs and perquisites. The comparator group of fourteen companies, the rationale for its use and comparative financial information are outlined in the tables below. There were no additional changes to the comparator group in 2023.

 

 

     
Description    Rationale for use    List of companies
Represents a select sample of the largest Canadian companies based on size, industry, geography and prevalence in other peer groups of interest    Ensures the competitiveness of our executive compensation by comparing it to that offered at companies that are similar to us in terms of complexity, including size, and that compete with us for key talent. Industry representation in selection of peers considers relevance to BCE in business model, with greater emphasis on highly regulated and consumer facing industries. The number of peers, and balanced representation of industries ensures that our comparator group is representative of the marketplace in which we compete for talent.   

  Alimentation Couche-Tard Inc.

  Bank of Montreal

  Canadian National Railway Company

  Canadian Tire Corp. Ltd.

  CGI Group Inc.

  Enbridge Inc.

  Manulife Financial Corporation

  Quebecor Inc.

  Rogers Communications Inc.

  Sun Life Financial Inc.

  The Bank of Nova Scotia

  TC Energy Corporation

  TELUS Corporation

  Thomson Reuters Corporation

Comparative financial information and industry distribution of comparator group

 

LOGO

BCE – December 31, 2023 results          
         

Total revenue

($M)

 

Market

capitalization

($M)(1)

 

Net earnings

($M)

 

Dividend

Yield(2)

  Employees

24,673

  47,256   2,327   7.4%   45,132

 

(1)

BCE’s common share price at the end of the year multiplied by the number of common shares outstanding at the end of the year.

 

(2)

Annualized dividend per BCE common share divided by BCE’s share price at the end of the year.

The comparator group information is just one of the factors the Compensation Committee takes into consideration when making recommendations to the Board with regard to target executive compensation. The Compensation Committee also considers:

 

the relative pay levels among our most direct industry competitors

 

the relative size, scope and complexity of comparator businesses

 

BCE’s relative performance against these comparators, and

 

internal equity across the Corporation and between different levels within the Corporation.

 

 

  47


Table of Contents

Compensation discussion & analysis 9

 

A similar approach and philosophy to setting target compensation is used for all levels within the organization to ensure competitive and fair compensation.

 

LOGO

 

 

 

9.3

Compensation risk management

Our Risk Advisory Services (corporate risk management) group conducted its annual compensation risk evaluation to ensure that our compensation policies and practices do not encourage executives to take undue risk on behalf of the Corporation for personal financial gain.

Five-pillar framework

LOGO

The risk factors identified across the five pillars form the focus of the risk assessment associated with compensation policies and practices. Each risk factor is considered in the context of specific plan design characteristics and relevant risk mitigation practices in order to reach a conclusion on the residual risk exposure.

 

 

Our assessment identified no risks associated with

our compensation policies and practices likely to

have a material adverse effect on the Corporation

We recognize that long-term growth and value creation can only be achieved within an acceptable level of risk. We ensure our compensation policies and practices reward executives for short-, medium- and long-term decision making and performance, but do not encourage undue risk taking or produce excessive compensation levels. We also ensure our policies and practices reflect best practices in terms of market trends and governance standards. The following are key risk mitigation policies that are part of the annual risk assessment and our approach to sound compensation management at BCE.

 

 

48   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation discussion & analysis 9

 

Overview of compensation and risk governance policies at BCE

 

What we do

 

 

Use external independent consultants to assess our executive compensation programs to ensure they are aligned with shareholder and corporate objectives, best practices and governance principles.

 

 

Incorporate caps on the annual short-term incentive payouts, long-term incentive grants and executive pension plans to prevent excessive compensation levels.

 

 

Incorporate risk mitigation mechanisms(1) into incentive programs and compensation policies to minimize the likelihood that executives will take undue risks to enhance their remuneration.

 

 

Balance short- (annual short-term incentive), and long-term (RSUs and PSUs) incentives to align compensation to the risk horizon for each compensation component.

 

 

Offer a pay mix that emphasizes performance, with 84% of NEO target total direct compensation being at risk on average and tightly linked to BCE’s performance.

 

 

Enforce an incentive compensation clawback policy and forfeiture provisions.(2)

 

 

Enforce a post-employment hold requirement for the President and CEO.

 

 

Impose material share ownership requirements and offer the possibility to convert incentive payouts into DSUs, which further aligns executives’ interests with those of our shareholders.

 

 

Maintain a pre-clearance process for the President and CEO and all EVPs to protect against insider trading and trading during blackout periods.

 

 

Ensure that the Compensation Committee is comprised of independent members to avoid compensation-related conflicts of interest.

 

 

Offer our shareholders an opportunity to provide input to the Board regarding our executive compensation practices and levels via our annual “Say on Pay” advisory vote.

 

 

What we avoid

 

 

Maintaining or reducing performance target levels for incentive plans. Steadily increasing performance levels must be achieved to realize payouts year after year.

 

 

Paying out incentives if they are not commensurate with performance results. The Board and the Compensation Committee have discretionary powers to alter incentive payouts when unexpected circumstances arise.

 

 

Setting performance targets for incentives without appropriate stress testing.

 

 

Offering compensation exceptions to NEOs without appropriate Board approval.

 

 

Offering single trigger change-in-control (CIC) rights to our executives.(3)

 

 

Allowing hedging of the economic exposure of BCE securities by any insiders, including directors and executives. BCE’s anti-hedging policy prohibits any kind of hedging the effect of which is to alter the insider’s economic interest in securities of BCE, or the insider’s economic exposure to BCE. As share ownership requirements and the long-term incentive plan align shareholder and executive interests, these restrictions ensure this alignment is fully maintained.

 

 

Including unvested and unexercised long-term incentives in share ownership calculations.

 

 

Guaranteeing variable incentive payouts.

 

 

 

 
(1)

The main risk mitigation mechanisms include: incorporating a balanced and diversified combination of performance metrics for incentive plans to protect against one particular metric being promoted at the expense of overall health of the business, emphasizing long-term incentives with three-year vesting cycles in the executive pay mix to discourage undue short-term risk taking and eliminating the use of options beginning in 2021.

 

(2)

The President and CEO as well as all EVPs and additional U.S. Securities & Exchange Commission (SEC) defined Executive Officers have a clawback clause in their employment agreements that provides for the Corporation to clawback a portion of cash and equity compensation awarded to them, as well as to obtain reimbursement for a portion of the gains realized on the exercise of options granted to them after their appointment (stock options have been eliminated as of fiscal 2021, but stock options issued in the past can be exercised upon vesting and prior to their expiry. 2020 was the last year options were granted and 2030 will be the last year in which option grants can be exercised).

 

The clawback is enforceable in the event of a restatement of financial statements if the individual would not have been entitled to such compensation based on the restatement of financial statements, and regardless of whether there was any wrongdoing on the executives’ part. Recovery under the clawback applies during the three completed fiscal years immediately preceding the date that the Corporation is required to prepare a restatement. In addition, for the CEO, in respect of compensation awarded on or after January 1, 2021, the Board may, at its discretion, cancel all or a portion of certain unvested cash and equity compensation or clawback certain cash and vested incentive and deferred compensation received by the CEO within the preceding 24 months in the event of conduct that the Board determines would constitute cause to terminate the CEO.

All stock option holders are subject to a clawback clause if they engage in prohibited behaviours.

In the event of termination for cause, an individual forfeits all vested and unvested options and all outstanding unvested RSUs and PSUs.

 

(3)

The double-trigger CIC policy requires a CIC and termination for reasons other than for cause or resignation for good reason for 18 months post CIC. This prevents the Corporation from being obliged to pay termination benefits during a CIC if an executive’s employment is not terminated as part of the CIC. More information can be found in section 11.6, entitled Termination and change-in-control benefits.

 

  49


Table of Contents

Compensation discussion & analysis 9

 

 

 

9.4

Compensation policy and components

To achieve our objective, we use three key elements of compensation with target positioning for base salary at the 50th percentile and for total target compensation for strong performers at the 60th percentile of what is paid in the competitive market for similar positions, with greater focus on pay-for-performance and long-term components. Actual compensation may be set above or below target positioning depending on a number of factors, including performance, experience and internal equity. Consideration is also given to pay levels among our most direct competitors within our comparator group and their relative size, scope and complexity.

 

         
     Primary objective  

What does the compensation

element reward?

 

How does the compensation element fit

into the overall objective?

  Form of payment
Annual Base Salary  

Provides a market-competitive

fixed rate of pay

 

The scope and responsibilities of the position and the specific

skills needed to fulfil them

  Provides a vehicle to attract and retain skilled executives who can deliver on our overall goal while keeping the emphasis on rewarding actual performance   Cash
Annual Short-Term Incentive  

Incents performance against our

annual corporate and individual

objectives

  The achievement of our annual objectives   Provides a vehicle to reward actual performance against objectives that are designed to support our overall corporate targets  

Choice of cash and/or DSUs

  Payment in DSUs further aligns the interests of executives and shareholders as DSUs are payable only upon cessation of employment

Equity-Based Long-Term Incentive Plan  

Aligns long-term interests of

executives and shareholders

  The creation of shareholder value   Provides a vehicle to attract and retain skilled executives while rewarding the achievement of our overall goal of creating sustained shareholder value  

RSUs (50%)

  Aligns executives’ interests to share return growth

 

PSUs (50%)

  Aligns executives’ interests with shareholder return relative to peers, and free cash flow, which enables continued investment and returns

We also offer competitive pension, benefits and perquisites to promote the hiring and retention of qualified executives. These components are evaluated regularly as part of our benchmarking study. They are discussed in section 9.6, entitled 2023 Compensation elements, under the heading Pension, benefits and perquisites.

 

 

 

9.5

2023 Named executive officers’ target pay at risk

 

LOGO

  

Our commitment to aligning pay to performance leverages a compensation mix that includes short- and long-term components. The graph below illustrates that we emphasize pay at risk over fixed pay to ensure that executive remuneration is aligned with corporate performance over the short- and long-term. On average, 84% of target NEO compensation is at risk.

2023 target pay at risk (1)   

LOGO

 

(1)

Based on 2023 actual base salary. Pay at risk is annual short-term incentive plan, RSU awards and PSU awards. At-risk components are based on target levels. Excludes pension and other compensation elements.

 

50   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation discussion & analysis 9

 

 

 

9.6

2023 Compensation elements

Base salary

The Compensation Committee recommends for Board approval the base salary of each executive officer that reflects the scope and responsibilities of the position, the executive officer’s performance and experience, the positioning of their base salary and total compensation versus the comparator group (targeted at the 50th percentile on base salary), and internal equity.

To ensure individual accountability and higher levels of performance, base salaries offered to all executives have been adjusted only to reflect sustained performance levels as well as an increase in responsibilities or job scope.

 

 

Annual short-term incentive

 

LOGO

 

(1)

For remaining employees eligible for AIP, Individual Performance Index may vary between 0 and 3×.

 

(2)

For remaining employees eligible for AIP, maximum payout is two times the target award.

 

The annual short-term incentive applicable to the President and CEO and all executive officers has two components:

 

In order to reinforce our One Company/One Team concept, 70% of the executive officers’ annual short-term incentive award is based on the achievement of common corporate objectives. They are based on financial targets and quantitative strategic objectives related to each of our six strategic imperatives.

 

In order to assess and reward leadership behaviours demonstrated by the executive in the achievement of business unit and overall corporate results, 30% of the executive officers’ annual short-term incentive award is based on individual performance.

Short-term incentive targets

The short-term incentive targets for executive officers are reviewed regularly to ensure they remain competitive with market peers. The short-term incentive targets for the NEOs (200% for the President and CEO and 120% for the other NEOs) remained unchanged in 2023 from 2022 levels.

Corporate performance index

Corporate performance objectives account for 70% of the weighting of the annual short-term incentive award. At the beginning of each year, the Compensation Committee recommends for approval by the Board the Corporation’s financial and operating objectives used to determine the corporate performance objectives. The Compensation Committee reviews corporate performance from year to year, ensuring a consistent difficulty in achieving targets is maintained in light of the Corporation’s progress and the competitive environment.

At the end of each year, the Compensation Committee and the Board evaluate the performance of the Corporation against the corporate performance objectives to determine the corporate performance index.

This can vary between 0% and 150%, with a target performance level of 100%. The Compensation Committee may, at its discretion, recommend to the Board a different payout level from that suggested by the quantitative results to take into account unforeseen occurrences and non-recurring events and also to ensure that the payout is appropriate versus actual performance in the Compensation Committee’s judgment.

Financial objectives

Financial objectives (adjusted EBITDA 30%, revenue 15% and free cash flow 15%) account for 60% of the corporate performance index. The Compensation Committee sets a threshold, low, target and stretch value for each financial objective. The payout varies between 0% and 150% depending on the performance, as illustrated in the table below.

Target values are set within the financial guidance ranges provided to the investment community, which ensures that payouts are well aligned to the performance expectations of our shareholders. A payout exceeding the target award requires exceptional performance versus market expectations on these measures and versus other companies in the sector.

 

                                                                                                   
Overall performance                            
         
      Threshold      Low       Target       Stretch   

Payout(1)

     0%        50%         100%         150%   

 

(1)

The overall performance takes into account the results and relative weight of each financial objective. Results achieved between these values are interpolated.

 

 

  51


Table of Contents

Compensation discussion & analysis 9

 

Six strategic imperatives

The remaining 40% weighting of the corporate performance index evaluates achievement of the Corporation’s operating objectives, our six strategic imperatives for 2023, with relative weighting for each imperative applied as follows:

 

Six strategic imperatives

 

                              
   
      Relative weight    

1.  Champion customer experience

     20%    

2.  Drive growth with innovative services

     15%    

3.  Deliver the most compelling content

     10%    

4.  Build the best networks

     20%    

5.  Operate with agility and cost competitiveness

     15%    

6.  Engage and invest in our people and create a sustainable future

     20%    
       100%    

The Committee believes assigning the highest weight of 20% recognizes the importance of customer service, building the best network as a base for everything we do, investing in our people and improving the impact and our contribution to society.

Progress on the six strategic imperatives is evaluated by measuring performance against a set of operating metrics, many of which are commonly used across the industry. The following ranking scale applies and the total out of 36 possible points is then converted to a result out of 40%:

 

 

                                                                                                                                                                                                                        
               
Points    0      1      2      3      4      5       6

Results

   Failed      Significantly
below
     Below      Slightly
below
     Met      Exceeded       Stretched

The cumulative total of points earned for the six strategic imperatives determines the payout according to the following table:

 

Sum of points

 

                                                                                            
       
      Threshold
0 points
(6 × 0 points)
    Target
30 points
(6 × 5  points)
    Stretch
36 points
(6 × 6 points)
 

Payout(1)

     0%        100%        150%   

 

(1)

The results achieved between these values are interpolated.

The Board and the Compensation Committee believe that these operating objectives were set for 2023 at an ambitious level but could be achieved under normal economic and market conditions. Payout at target may only be achieved by exceeding these operating objectives.

 

 

 

BCE’s incentive plans are structured to create sustainable value for shareholders, as well as

delivering on our corporate purpose of advancing how Canadians connect with each other and the

world, through the successful execution of the Corporation’s six strategic imperatives

The following illustration indicates the corporate performance objectives employed for setting annual short-term incentive awards for 2023, and the rationale for their use.

 

Adjusted EBITDA 30%

Industry-wide measure of in-year operational profitability. Measures executives’ operational efficiency and their success in ensuring the value from revenues flows to the enterprise value of the Corporation.

Six strategic imperatives 40%

The strategic imperatives focus our efforts on achieving our goal of advancing how Canadians connect with each other and the world. Their assessment includes many operating metrics typically used in the industry. Progress made against the six strategic imperatives provides a relevant measure of our executives’ success in executing on the operating plan required to achieve our goal.

LOGO

Revenue 15%

A simple measure of the total value of the products and services sold by the Corporation. Revenue provides a relevant measure of our executives’ ability to design and sell attractive products and services, to compete in the market, to attract customers and to capture value from those products and services.

Free cash flow 15%

Provides an assessment of our executives’ success in running the business as a whole and in generating cash that may be returned to shareholders or further invested in the business. It is also commonly used as a valuation measure for companies in the industry.

 

 

52   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation discussion & analysis 9

 

2023 Corporate performance index

 

LOGO

The following table outlines the corporate objectives and results achieved for 2023.

 

           
Component(1)    Weighting    Calculated payout    2023 Target    2023 Results    Comments
Adjusted EBITDA    30%   

Payout: 24%

Min: 0%

Max: 45%

   $10,454 million    $10,417 million    BCE adjusted EBITDA grew by 2.1% in 2023, compared to 2022, reflecting a greater contribution from our Bell CTS segment, partly offset by a decline in our Bell Media segment. The growth was driven by higher revenues, partly offset by greater operating costs.
Revenue    15%   

Payout: 13%

Min: 0%

Max: 22.5%

   $24,779 million    $24,673 million    BCE revenues grew by 2.1% in 2023, compared to 2022, driven by higher product revenue of 9.4%, and higher service revenue of 0.9%, attributable to growth from our Bell CTS segment, moderated by a decline in our Bell Media segment.
Free cash flow    15%   

Payout: 15%

Min: 0%

Max: 22.5%

   $3,150 million    $3,144 million    Free cash flow increased by $77 million in 2023 compared to 2022, mainly due to lower capital expenditures, partly offset by lower cash flows from operating activities, excluding cash from acquisition and other costs paid.
Six strategic imperatives    40%   

Payout: 40%

Min: 0%

Max: 60%

   Various    N/A    The Board approves a scorecard of approximately 50 operating metrics to monitor the progress against the strategic imperatives. Good progress was made on many imperatives with strong results achieved in the areas of Champion customer experience, Build the best networks, and Operate with agility and cost competitiveness. See additional table below which sets out metrics included and results highlights for strategic imperatives for 2023.

Total(2)

   100%    93%               

 

(1)

Free cash flow is a non-GAAP financial measure and Adjusted EBITDA is a total of segments measure. For more information, please see page 42.

 

(2)

The calculated payout does not add due to rounding.

Strategic imperatives

A final score of 40% was applied to the strategic imperatives result. Results represent a combination of various metrics, many of which are competitively sensitive and not disclosed in detail. ESG related metrics are included within the “Engage and invest in our people and create a sustainable future” imperative in 2023 and other imperatives which in aggregate, represents in excess of 30% of the total strategic imperatives score in 2023, consistent with 2022. Having ESG related metrics embedded into the strategic imperatives score is reflective of how ESG is embedded into the overall strategy of the business. ESG related metrics are identified in the results highlighted below with blue shading.

 

     
Imperative & weighting    Metrics included    Results highlights

Champion customer

experience

20%

  

•   Share of CCTS complaints

 

•   Home Wi-Fi quality

 

•   Self-serve tools & transactions

 

•   End-to-end customer experience improvements

  

•   6% decrease in industry share of complaints accepted by CCTS (YoY)

 

•   Launched Wi-Fi check up

 

•   Increased self-serve transactions

 

•   Enhanced virtual repair tool with new features to help simplify virtual repair for customers

Drive growth with

innovative services

15%

  

•   Share of Internet net adds

 

•   Wireless average revenue per user (ARPU)

 

•   Multicultural growth

  

•   Led competition in share of Internet net adds

 

•   Entered into multi-year exclusive agreement with Staples Canada

 

•   Virgin Plus brand repositioning

Deliver the most

compelling content

10%

  

•   Prime Time Performance

 

•   Bell Media Digital revenue growth

 

•   Launch Ad-based Crave

 

•   Launch Crave customer experience initiatives

  

•   Maintained CTV’s #1 ranking as the most-watched TV network in Canada

 

•   Launched Crave customer experience initiatives

 

•   Expanded Crave Direct-to-consumer (DTC) subscription offering

 

•   Extended licensing agreement with Warner Bros. Discovery

Build the best networks

20%

  

•   Fibre build

 

•   5G Pops covered

 

•   3800 MHz Spectrum

 

•   Network capacity management

  

•   Delivered an additional 633k FTTP locations passed

 

•   Expanded 5G+ coverage to reach 51% of Canada’s population

 

•   Expanded 5G wireless network to reach 86% of Canada’s population with 5G

 

•   Secured the acquisition of 939 licences for 1.77 billion MHz-Pop of 3800 MHz spectrum

Operate with agility and

cost competitiveness

15%

  

•   Total operating cost

 

•   Copper Decommissioning

 

•   Reduce real estate footprint

  

•   Maintained stable BCE consolidated adjusted EBITDA margin

 

•   Launched a multi-year operational transformation project

 

•   Met milestones with respect to copper locations removed

 

•   Met milestones with respect to reduction in real estate footprint

 

Engage and invest in our

people and create a

sustainable future

20%

  

•   Positive workplace and culture

 

•   Recruitment and development of critical skills

 

•   Bell Let’s Talk

 

•   Environment (lower carbon footprint, reduce waste)

  

•   Met KPIs with respect to training on respectful workplace

 

•   Bell expects to reach our current mental health funding commitment of $155 million by the end of 2025

 

•   Met KPIs with respect to greenhouse gas reduction and circular economy

 

  53


Table of Contents

Compensation discussion & analysis 9

 

The financial results for 2023, along with the progress made against the six strategic imperatives, were reviewed by the Compensation Committee against the set of financial and operating objectives used for setting annual short-term incentive awards. Based on their assessment, the Compensation Committee recommended, and the Board approved, a corporate performance index of 93% for the President and CEO and the other NEOs. No discretion was applied to determine this result. Over the last five years, the corporate performance index was 100% in 2022, 105% in 2021, 25% in 2020, 107% in 2019, and 95% in 2018.

Individual performance index

 

LOGO

 

In order to recognize and reward individual contribution, 30% of the annual short-term incentive for executive officers is based on individual performance, which has two dimensions.

The first dimension is the achievement of results measured against the pre-determined business unit objectives. At the beginning of the year, the Compensation Committee reviews the President and CEO’s individual performance goals for that year and recommends them to the Board for approval. Our President and CEO’s goals, as well as those of our other executive officers, are designed to support the execution of the six strategic imperatives and thereby create value for shareholders. For further details on our President and CEO’s key accomplishments and results for 2023, refer to section 10, entitled President and CEO compensation, on page 58.

The other dimension is the demonstration of the leadership attributes required to achieve those results. These include people leadership attributes that serve to build and leverage talent and drive team effectiveness, along with strategic leadership attributes that reinforce the transformation of the business and the execution of the strategy. Once the year is completed, the Compensation Committee and the independent directors of the Board assess the individual performance and leadership of the President and CEO. In addition, the President and CEO provides the Compensation Committee with their assessment of the individual performance and leadership of the other executive officers. Taking into account all the information provided, including the recommendations of the President and CEO, the Compensation Committee makes an informed judgment and recommends for Board approval the individual performance index (between 0 and 1.5×) for each of the executive officers. This multiplier index applies on 30% of the total target bonus only.

The annual short-term incentive plan for the CEO and EVPs was restructured in 2022 to bring the plan in line with the market practice of having the individual leverage around target more aligned to that of the corporate performance factors. The individual performance index of the annual short-term incentive ranges were reduced from 0 to 3× target to 0 to 1.5× target for the President and CEO and EVPs.

In 2023, the average individual performance index for the NEOs was 1.2× consistent with 2022. The 2023 annual incentive awards for our NEOs ranged from $640,361 to $2,956,800, with an average payout of $1,229,572. Please consult the individual NEO biographies in sections 10 and 11 for greater detail.

Equity-based compensation

Long-term incentive plan

Our LTIP is designed to reward the creation of value for our shareholders while providing a vehicle to attract and retain talented and skilled executives. The LTIP also plays a crucial role in aligning variable compensation with the appropriate risk time horizon and accountability for medium- and long-term decisions. Being 100% equity-based, our LTIP’s value to the executive is very much dependent on increasing share price performance, which in turn benefits all shareholders. Furthermore, the PSU component of the LTIP rewards the achievement of cash flow targets that enables continued investment and returns, in addition to total shareholder return relative to peers, which also aligns with shareholders’ interests. Following a comprehensive review of the LTIP, the Compensation Committee and Board of Directors determined that the 2024 LTIP will continue to be comprised of 50% RSUs and 50% PSUs.

 

LOGO

 

 

54   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation discussion & analysis 9

 

Below are the key terms that apply to each component of the long-term incentive plan in 2023.

 

     
Element    RSUs    PSUs
   
Shareholder interest alignment   

RSUs align executives’ and shareholders’ interests in share return growth. Time vesting also supports the retention of executives to better enable the Corporation to execute its long-term strategy.

   PSUs align executives’ and shareholders’ interests with shareholder return relative to peers, and free cash flow, which enables continued investment and returns. Multi-year vesting also supports the retention of executives to better enable the Corporation to execute its long-term strategy.
   

Payout range

(as a % of the grant award)

  

0% to 100%

  

0% to 200%

 
Defined limit on annual grant levels    Yes
 
Term    Three years
   
Performance period   

Three year performance period

  

Three annual performance periods

 

Each performance period is weighted equally to determine vesting rights at the end of the performance period.

 
Vesting type    Three-year cliff vesting
 
Vesting date for 2023 grants    December 31, 2025
   
Vesting criteria    Being employed by BCE or Bell on the vesting date   

Being employed by BCE or Bell on the vesting date

 

Relative TSR 50% based on achievement of relative TSR, where the Corporation’s TSR is measured relative to the TSR of the peer companies, expressed as a range of percentage points from the median TSR of the peer group. 100% PSU vesting percentage is achieved with the Corporation’s TSR equivalent to the peer group median TSR.

 

Relative TSR peer group is comprised of seven North American telco companies (Rogers Communications Inc., TELUS Corporation, Cogeco Communications Inc., Quebecor Inc, AT&T, Verizon, Comcast).

 

Free Cash Flow 50% based on achievement of annual Board approved free cash flow targets.

 
Dividend equivalents    Credited as additional units, at the same rate as dividends declared on BCE common shares
 
Methods of payment(1)    Cash, BCE common shares
 
Pricing at time of grant    Conversion from dollar value to units made using the volume weighted average of the trading price per common share for the last five consecutive trading days ending immediately on the last trading day prior to the effective date of the grant and rounded up to the nearest unit.
 
Clawback    The President & CEO and all EVPs are subject to a clawback clause detailed under section 9.3, entitled Compensation risk management.

 

(1)

Since 2017, executives have had the option to receive their RSU grants in the form of DSUs. At any time, the Compensation Committee may require that a participant receive a long-term incentive payment in BCE common shares or in DSUs as an interim measure to help the participant reach his/her mandatory share ownership requirement.

The Compensation Committee may also recommend special grants to recognize specific achievements or, in some cases, to retain or motivate executive officers and key employees. There were no special grants made in 2023.

Information on change-in-control and termination provisions applicable to the LTIP can be found under section 11.6, entitled Termination and change-in-control benefits.

The Corporation uses the fair value method of accounting for equity-based compensation.

PSU payouts

Since the PSU plan’s inception in 2011, eleven payout cycles have occurred. The PSU grants prior to 2014 had a maximum payout level of 100%. Grants from 2014 to 2020 had a maximum payout of 125%, and grants from 2021 onward have a maximum payout of 200% to reinforce the incentive to outperform and reflect current market practices in PSU design.

From 2011 to 2016, all PSU grants vested at 100%, the 2017 PSU grant vested at 106%, the 2018 PSU grant vested at 82%, the 2019 PSU grant vested at 107%, and the 2020 PSU grant vested at 108%. The 2021 PSU grant, which vested in 2023, achieved 108% payout based on annual free cash flow results exceeding targets overall, offset by annual TSR performance below target, where TSR fell below the median TSR of the defined relative TSR peer group.

For further details on each NEO’s 2023 PSU award, see section 11.2, entitled Summary compensation table, on page 67 or refer to the detailed NEO biographies in sections 10 and 11.

 

 

  55


Table of Contents

Compensation discussion & analysis 9

 

DSU plan

The DSU plan is designed to further align the interests of the executive officers with those of the shareholders by providing a mechanism for the executive officers to receive incentive compensation in the form of equity that they must hold until they leave the Corporation. Executive officers and other key employees of the Corporation and those of certain subsidiaries may elect to participate in the DSU plan.

In 2023, executive officers could elect to have up to 100% of their annual short-term incentive award paid in DSUs instead of cash. The award is converted into DSUs based on the market value of a BCE common share on the day before the award becomes effective. Executives also had the option to elect to receive their grant of RSUs in the form of DSUs.

DSUs have the same value as BCE common shares. Dividend equivalents in the form of additional DSUs are equal in value to dividends paid on BCE common shares and credited to the participant’s account on each dividend payment date based on the number of units in the account as of the dividend record date.

The Compensation Committee may also recommend for Board approval special awards of DSUs to recognize outstanding achievements or for reaching certain corporate objectives. There were no such awards made in 2023.

Holders of DSUs cannot settle their DSUs while they are employed by a company within the BCE group of companies. Once they leave the BCE group, the Corporation will buy, through a trustee, a number of BCE common shares on the open market equal to the number of vested DSUs a participant holds in the plan, after withholding taxes and any other deductions. These shares are then delivered to the former employee or to the estate in the case of death.

 

 

Share ownership requirements

We believe in the importance of substantial share ownership, and our compensation programs are designed to encourage share ownership by executive officers. Our current share ownership requirements for the President and CEO and EVPs have been in place since 2013 and are designed to encourage ongoing investment in the Corporation and to ensure continuous alignment of our executive officers’ compensation with our objective of creating value for our shareholders. These milestones are to be reached 10 years from promotion or hire date.

In addition, the President and CEO is subject to compliance with a post-employment hold requirement. Under the policy, upon resignation or retirement, the President and CEO must continue to hold a number of shares equal to the share ownership requirement as of the departure date for at least one year following departure.

The following table outlines the current minimum share ownership levels as a multiple of annual base salary and the associated deadline applicable for each executive level:

 

   
     Multiple of base salary
Position      5-Year  target(1)        10-Year target  

President and CEO

   7.5×    10.0×

EVPs

   3.0×     5.0×

 

(1)

50% of five-year target must be reached within three years.

Direct and indirect holdings of common shares of BCE, including shares or vested DSUs received under the following programs, can be used to reach the minimum share ownership level:

 

DSU plan, described under DSU plan

 

ESP, described under Benefits and perquisites

 

shares acquired and held by exercising stock options granted under our stock option plans, described in section 11.3 entitled Incentive plan awards under Stock option plan

 

shares received and held upon payment of RSUs and PSUs, described under Long-term incentive plan

 

shares purchased independently on the open market.

Option grants and unvested equity grants do not count towards the minimum share ownership level.

Share ownership status is calculated using the higher of acquisition cost and the current market value at time of review. The Compensation Committee reviews at least annually the status of compliance with the share ownership requirements. Concrete measures may be taken if the three-, five- or 10-year targets are missed. These measures include, but are not limited to, the payment of a portion of the annual short-term incentive award in DSUs and, when stock options are exercised, the requirement to hold BCE common shares having a market value equal to a portion of the after-tax financial gain resulting from the exercise. These measures remain in effect until the target is reached. As shown in the following table, all of our NEOs have met or exceeded their five-year targets, with the exception of our President and CEO whose five- and 10-year CEO targets were established upon his appointment on January 6, 2020. In addition, our new EVP and CFO has not yet met his 10-year target, which was established upon his appointment to EVP and CFO on September 1, 2023.

 

 

56   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation discussion & analysis 9

 

Below is the share ownership status for our NEOs as of December 31, 2023.

 

                                                                                                                                                                                                                        
         
      

Ownership requirement

 

       Total BCE              

Multiple of

 

 

NEO

      

Base salary

($)

 

 

       Year 5          Year 10         

equity
ownership
value

($)

 
 
(1) 

 

    

Percentage of

ownership

in DSUs

 

 

 

      

5-Year
target
achieved
 
 
 
      

10-Year 

target 

achieved 

 

 

 

M. Bibic

       1,400,000          7.5×          10×          9,961,938        85%          0.95×          0.7×   

C. Millen

       620,000          3x          5x          2,020,153        88%          1.1x          0.6x   

G. LeBlanc

       725,000                            12,082,777        97%          5.6×          3.3×   

W. Oosterman

       900,000                            67,508,476        88%          25.0×          15.0x   

J. Watson

       750,000                            4,716,595        98%          2.1x          1.3x   

S. Howe

       750,000          3x          5x          9,334,843        43%          4.1x          2.5x   

 

(1)

Calculated using the higher of acquisition cost and the current market value based on closing BCE share price on the Toronto Stock Exchange on December 29, 2023 of $52.17.

Clawback policy

The U.S. Securities and Exchange Commission (SEC) finalized a rule directing U.S. stock exchanges to require listed companies to recover or clawback erroneously awarded incentive based compensation. As a listed issuer on the New York Stock Exchange, the Corporation was required to have a compliant policy in place by December 1, 2023. The Corporation’s policy was amended accordingly and all covered executives, including the President and CEO and all EVPs, signed a clawback amendment to their individual employment agreements in 2023.

The President and CEO as well as EVPs are subject to BCE’s new clawback policy that provides for the Corporation to clawback a portion of cash and equity compensation awarded to them after their appointment. The clawback is enforceable in the event of a restatement of financial statements if the individual would not have been entitled to such compensation based on the restatement of financial statements, and regardless of whether there was

any wrongdoing on the executives’ part. Recovery under the clawback applies during the three completed fiscal years immediately preceding the date that the Corporation is required to prepare a restatement.

For the CEO, in respect of compensation awarded on or after January 1, 2021, the Board may, at its discretion, cancel all or a portion of certain unvested cash and equity compensation or clawback certain cash and vested incentive and deferred compensation received by the CEO within the preceding 24 months in the event of conduct that the Board determines would constitute cause to terminate the CEO.

Also, under BCE’s long-term incentive plan, if BCE terminates a participant, including the President and CEO or any EVP, for cause, the participant forfeits all vested and unvested options, and all outstanding and unvested RSUs and PSUs as described further in section 11.6, entitled Termination and change-in-control benefits.

 

 

Pension, benefits and perquisites

Pension

The Defined Contribution (DC) arrangement of the Bell Canada pension plans (Bell Plan) allows employees to contribute up to a maximum of 12% of pensionable earnings, subject to the Income Tax Act (Canada) (ITA) limit. The Corporation’s contribution remains capped at 6%.

All our NEOs participate in the DC arrangement, which has been the only pension plan available to employees hired since 2004. M. Bibic participated in the Bell Canada Defined Benefit Pension Plan for 12 months ending on December 31, 2004, when he joined the DC arrangement. G. LeBlanc participated in the Bell Aliant Defined Benefit Pension Plan and supplemental arrangement until December 31, 2014, when he joined the DC arrangement.

All our NEOs are eligible for supplementary retirement arrangements. The pension benefits provided to our NEOs are described under section 11.5, entitled Pension arrangements.

Benefits and perquisites

We believe that offering competitive and flexible benefits is essential to attract and retain qualified employees. The Corporation provides the Omniflex benefit program, which gives employees the flexibility to choose health, life and accident insurance most suited to their individual needs. The NEOs are provided with additional benefits, mainly relating to incremental life and accident insurance.

We also offer our employees the possibility to participate in our ESP. The ESP is designed to support long-term share ownership and to build greater interest in the growth and success of our Corporation. Under the ESP, employees can contribute up to 12% of their basic salary to buy BCE common shares. The Corporation matches one-third of the employee’s contribution up to a maximum of 2% of their annual basic salary. The shares purchased with the Corporation’s contributions and the associated dividends are subject to a two-year vesting period. More information on the ESP can be found under section 11.4, entitled Employees savings plan (ESP).

The NEOs also receive a competitive cash allowance for perquisites.

 

 

  57


Table of Contents

President and CEO compensation 10

 

10

President and CEO compensation

 

 

 

LOGO

 

Mirko Bibic

 

President and

Chief Executive Officer

BCE Inc. and Bell Canada

 

Mirko Bibic

 

President and Chief Executive Officer of BCE Inc. and Bell since January 2020, M. Bibic leads the Bell group of companies with a strategy to deliver the best networks, champion customer experience, drive service and content innovation, operate with agility and efficiency and support the Bell team and our communities toward a sustainable future.

 

M. Bibic was previously Bell’s Chief Operating Officer since October 2018, responsible for all operations of Bell Mobility, Bell Business Markets, and Bell Residential and Small Business. He has also served as Executive Vice President, Corporate Development and as Chief Legal and Regulatory Officer.

 

M. Bibic joined Bell in 2004 as Senior Vice President, Regulatory and was named Canadian General Counsel of the Year in 2017. He holds a Bachelor of Commerce degree from McGill University and a Law degree from the University of Toronto, and serves on the boards of Royal Bank of Canada and Maple Leaf Sports & Entertainment. He is also co-chair of the Kids Help Phone campaign. Born and raised in the Montréal area, M. Bibic is fluently bilingual.

2023 Key accomplishments and determination of annual short-term incentive award

 

The Compensation Committee evaluated M. Bibic’s performance for 2023 based on demonstrated leadership behaviours and comprehensive objectives related to:

 

the evolution of BCE’s strategy

 

the execution of BCE’s strategy

M. Bibic significantly advanced the evolution of BCE’s strategy in 2023:

 

invested approximately $4.6 billion in 2023 as part of our historic capital program announced in 2021 to accelerate the build of FTTP, wireless to the premises (WTTP) and 5G wireless network coverage

 

expanded our FTTP direct fibre footprint to an additional 633,000 homes and businesses. At the end of 2023, approximately 6.5 million locations in Bell’s footprint had access to multi-gigabit symmetrical speeds of 3 Gbps

 

named the Best Major & All Around ISP in Canada in PCMag’s Best ISPs 2023 Canada report, based on Internet speed as well as price, coverage and customer satisfaction(1)

 

recognized as BrandSpark’s Most Trusted ISP 2024 (2)

 

expanded our 5G wireless network to reach 86% of Canada’s population

 

expanded our 5G+ service coverage, leveraging 3500 MHz spectrum, to reach 51% of Canada’s population

 

ranked Canada’s fastest and best 5G network by Global Wireless Solutions (GWS) for the third consecutive year in its 2023 nationwide assessment of 5G networks (3). New this year, GWS’s testing included 3500 MHz network wireless spectrum and determined Bell’s network (5G+) performance to be the fastest and best in the country

 

secured the acquisition of 939 licences for 1.77 billion MHz-Pop of 3800 MHz spectrum for $518 million following ISED’s wireless spectrum auction, enabling Bell to continue bringing fast and reliable 5G+ wireless service to more people and businesses across Canada. Combined with our existing 3500 MHz holdings, Bell will have access to an industry-leading 3.5 billion MHz-Pop of 5G+ spectrum nationwide, acquired at a total cost of $2.78 billion, the lowest among national wireless carriers

launched mobile service in Toronto’s TTC subway tunnels and stations for Bell, Virgin Plus and Lucky Mobile customers

 

acquired FX Innovation, a Montréal-based provider of cloud-focused managed and professional services and workflow automation solutions for business clients. The acquisition enables the delivery of leading-edge technology solutions for Canadian businesses and supports Bell’s position as a technology services leader

 

unveiled a fresh new look for Virgin Plus with more affordable service offerings for everyone, including those new to Canada, including unlimited nationwide rate plans and access to 5G, plus updated Member benefits

 

entered into a multi-year strategic agreement with Air Canada, which includes premier sponsorship of its in-flight Wi-Fi, free in-flight messaging for Aeroplan members and the distribution of complimentary SIM cards on board to enable newcomers and visitors arriving in Canada to activate a wireless SIM while still in the air

 

entered into a multi-year exclusive agreement with Staples Canada to sell Bell, Virgin Plus and Lucky Mobile wireless and wireline services through Staples stores across Canada for consumers and small businesses

 

expanded our out-of-home advertising inventory with the proposed acquisition of OUTFRONT Media’s Canadian assets

 

continued to advance ESG and Bell for Better commitments

 

released a new Accessibility Plan on BCE.ca, improving our ongoing focus and support for all Canadians

 

ranked 1st most sustainable telecom globally and 51st overall in the Corporate Knights Global 100 2024 ranking of the most sustainable corporations in the world(4)

 

recognized with a Clean50 Top Project Award for our halocarbon free, energy-efficient computer room cooling project (5)

 

amended our securitization program to add sustainability-linked pricing that introduces a financing cost that varies based on Bell’s performance on certain sustainability performance targets

 

 

(1)

PCMag Best ISPs 2023: Canada, based on speed, price, coverage and customer satisfaction comparing major and overall Canadian ISPs from June 1, 2022 to June 27, 2023.

 

(2)

BrandSpark is a research and consulting firm. Winners were determined by a national survey of 15,878 Canadian shoppers who gave their top-of-mind, unaided answers as to which brands they trust most and why in categories they have recently shopped.

 

(3)

Based on a third party score (Global Wireless Solutions OneScore) calculated using Bell wireless 5G network testing in Canada against other national wireless networks from April 12, 2023 to October 27, 2023.

 

(4)

In January 2024, Corporate Knights, a sustainable-economy media and research company, ranked Bell #1 among telecom providers and #51 overall in its global 2024 ranking of the World’s 100 Most Sustainable Corporations. The ranking is based on an assessment of more than 6,000 public companies with revenue over US $1 billion. All companies are scored on applicable metrics relative to their peers, with 50% of the weight assigned to sustainable revenue and sustainable investment.

 

(5)

The Clean50 Awards were founded by Delta Management Group, a sustainability, ESG and clean tech focused search firm in Canada, in June 2011 and have been awarded annually since. Selection is primarily by Delta Management, with significant assistance by third party advisors and based on detailed submissions by nominees. Clean50 Top Projects annually recognize projects completed in the prior two years based on their innovation, ability to inform and inspire other Canadians.

 

58   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

President and CEO compensation 10

 

named to the Canada’s Best 50 Corporate Citizens list compiled by Corporate Knights, ranking 20th overall (1)

 

committed an additional $10 million towards our goal of $155 million for Canadian mental health by 2025

 

announced an additional 115 Community Fund grants to community based mental health organizations in 2023 bringing the total to over 1,100 grants to local and grassroots organizations around the country since its launch in 2011

 

made a $15M gift to support The Innovation Centre at Kids Help Phone. This gift will help scale e-mental health access to support youth in communities across Canada

 

launched a new era for Bell Let’s Talk Day by putting a spotlight on Canadian mental health organizations across the country with our “Let’s change this” campaign. Thirty featured organizations, that are taking action to create positive change, shared the work they are doing to help Canadians struggling with their mental health

 

announced $2M in grants to various organizations as part of our Post-Secondary Fund and Diversity Fund to support Mental Health and Wellness

 

recognized once again for our commitment to employees as one of Canada’s Top 100 Employers, Top 50 Employers in Montréal and Canada’s Greenest Employers (2)

 

named one of Canada’s Top Family-Friendly Employers by Mediacorp in recognition of a wide range of employee benefits that support families

 

continued to support our DEIB strategy through various initiatives, policies, training and multiple employee resource groups, including the launch of a new Diversability at Bell employee group to help advance inclusion and promote accessibility at Bell

 

launched a new Human Rights and Accommodation policy as part of our ongoing objective to take action to promote our team’s human rights and continue fostering an accessible, inclusive and equitable workplace.

M. Bibic led the Bell team in its successful execution of the company’s six strategic imperatives in 2023:

 

delivered consistent revenue and adjusted EBITDA growth in 2023 while maintaining stable consolidated adjusted EBITDA margins

 

maintained low average after-tax cost of Bell Canada’s publicly issued debt securities of 3.0%

 

built on our position as the leading Internet service provider (ISP) in Canada with a retail high-speed Internet subscriber base of 4,473,429 at December 31, 2023, up 5.0% over 2022

 

ranked Canada’s fastest Internet and Wi-Fi in Ookla’s Q1-Q2 2023 and Q3-Q4 2023 Speedtest Awards reports(3)

 

launched Gigabit Fibe 3.0 service in Manitoba with symmetrical download and upload speeds of 3 gigabits per second (Gbps)

 

added 411,189 total net postpaid and prepaid mobile phone subscribers, bringing Bell’s mobile phone customer base to 10,287,046 at December 31, 2023, up 3.4% over 2022

 

entered into a collaboration with ServiceNow, a digital workflow company, to launch Service Bridge capabilities on the ServiceNow platform, leveraging FX Innovation’s deep industry expertise to elevate the end-to-end experience for Bell customers with customized solutions and automation capabilities

partnered with Palo Alto Networks to better support Canadian businesses managing their cloud security with the launch of two new cloud-native application protection platform (CNAPP) solutions, Cloud Security Posture Assessment and Cloud Security Posture Protection

 

increased our IPTV subscriber base by 4.1% to 2,070,342 at December 31, 2023

 

maintained CTV’s #1 ranking as the most-watched TV network in Canada for the 22nd year in a row

 

remained a leader in Canadian sports with TSN and RDS, the top French-language sports network

 

launched TSN+, a DTC streaming product available on TSN.ca and the TSN app that provides access to marquee live games and events that are incremental to the sports content delivered across TSN’s platforms

 

expanded Crave’s DTC subscription offering with the launch of ad-supported plans, giving customers a range of options to access Crave’s ever-growing lineup of award-winning premium content. 2023 was the most watched year in Crave’s streaming history

 

extended a long-term and exclusive licensing agreement with Warner Bros. Discovery that includes HBO and Max Originals, new cable and library television series, and pay and post-pay window rights for Warner Bros. films and library films

 

launched Addressable TV, an innovation that delivers tailored ads to TV audiences, across Bell Media’s premium linear and video on demand (VOD) content on CTV, CTV2, and Noovo, as well as a selection of English and French specialty channels

 

improved the experience for customers making it easier to do business with Bell

 

led national telecom service providers in reducing our share of consumer complaints, according to the 2022–2023 Annual Report from the CCTS. Bell reduced its share of total industry complaints for an eighth consecutive year, decreasing its share of complaints by 6% over the previous year

 

reached one million digital repair sessions on our self-serve Virtual Repair tool, and enhanced the tool with new features such as Wi-Fi check-up to help customers simplify the repair process

 

leveraged our online and social media platforms to do a better job keeping customers informed through social media and outage notifications accessible online through the MyBell app

 

increased our share of digital online service transactions through self-serve tools to nearly 70% of all digital transactions

 

leveraged AI to automate the service experience either through our agents or our digital platforms.

Shareholders benefitted from BCE’s strong financial and operational performance, with a 5.2% increase in 2023 common dividends to $3.87 from $3.68 in 2022. This was BCE’s 15th consecutive year of 5% or better increases to the annual common share dividend.

 

 

 

(1)

According to Corporate Knights Inc. The annual ranking was released on June 28, 2023 and is based on a set of 25 ESG indicators that compares Canadian companies with a gross revenue of at least $1 billion.

 

(2)

Bell was recognized as one of “Canada’s Greenest Employers” in years 2017 to 2023 by Canada’s Top 100 Employers. Winners are evaluated and selected based on the development of sustainability initiatives and environmental leadership, when compared to other employers in the same field.

 

(3)

Based on analysis by Ookla of Speedtest Intelligence data Fixed and Wi-Fi nationally aggregated Speed Score results for Q1–Q2 and Q3–Q4 2023. Ookla trademarks used under license and reprinted with permission.

 

  59


Table of Contents

President and CEO compensation 10

 

2023 Actual pay mix

For 2023, M. Bibic’s long-term incentive award increased by $500k to continue his compensation progression and to address market competitiveness with direct competitors and BCE comparator group peers. As a result, 89% of M. Bibic’s target total direct compensation is now considered to be at-risk. As noted in section 8 entitled Board of Directors Letter to Shareholders under the heading Looking ahead to 2024, no changes are planned in 2024 to the target compensation for M. Bibic.

 

                                                                                            
       
     

2023

($)

    

2022

($)

    

2021 

($) 

 

Salary

     1,400,000        1,400,000        1,300,000   

At-Risk Compensation

        

Annual Short-Term Incentive Plan

     2,956,800        3,094,000        3,188,250   

RSU-Based Awards

     4,000,000        3,750,000        3,000,000   

PSU-Based Awards

     4,000,000        3,750,000        3,000,000   

Total At-Risk Compensation

     10,956,800        10,594,000        9,188,250   

Pension & Other Compensation

     1,076,966        1,599,649        654,788   

Total Compensation

        13,433,766           13,593,649           11,143,038   

2023 At-risk total direct compensation

 

LOGO

2023 CEO look-back table – G. Cope (2019) and M. Bibic (2020–2023)

The following table compares total direct compensation awarded to the President and CEO and actual value they received from their compensation over the last five years. Following our President and CEO transition in 2020, the table is based on awarded and actual compensation for G. Cope for 2019 and for M. Bibic from 2020 to 2023. Actual compensation includes base salary, actual annual short-term incentive award, value of vested units at payout or value of units outstanding at December 31, 2023, and value of stock options upon exercise. CEO value is compared to value to shareholders, which represents the cumulative value of a $100 investment in BCE common shares made on the first trading day of the period indicated, assuming reinvestment of dividends.

 

                                                                                                                                                          
 
                      Value of $100  

Year

    
Total direct
compensation awarded
 
(1) 
    
   Actual total direct compensation
value as of  December 31, 2023
 
(2) 
     Period         
     President
and CEO
 
 
       Shareholder   

2019

     $11,737,900        $12,087,075        2019-01-01 to  2023-12-31          $103          $129   

2020

     $8,910,700        $8,581,112        2020-01-01 to 2023-12-31          $96          $110   

2021

     $10,488,250        $11,245,519        2021-01-01 to 2023-12-31          $107          $115   

2022

     $11,994,000        $11,036,335        2022-01-01 to 2023-12-31          $92          $90   

2023

     $12,356,800        $11,527,721             2023-01-01 to 2023-12-31          $93          $94   
                         Average          $98          $108   

 

(1)

Includes base salary, actual annual short-term incentive paid, and LTIP value at time of grant (RSUs, PSUs and stock options).

 

(2)

Includes base salary, actual annual short-term incentive, RSU/PSU value at vesting, exercised stock options using exercise price, if any. Note that outstanding stock options are all out-of-the-money as at December 31, 2023 and have no value.

Ownership and value at risk

The table below shows the total vested and unvested BCE equity owned by M. Bibic as of December 31, 2023, with the exception of stock options, valued using market value. His share ownership based on market value is 6.9 times his salary, and his total ownership and value at risk is $30 million. For information on measures that may be taken by the Corporation to ensure that share ownership guidelines are met by M. Bibic, please see page 56 under Share ownership requirements.

 

                                                                                                                                                                                                                                                                                       
             
          RSU             PSU             DSU             Shares       
Total share
ownership
 
 (1) (2) 
   

Total as a 

multiple of 

base salary 

 

 

 

      Number      Value ($)      Number      Value ($)      Number      Value ($)      Number      Value ($)                 

Vested

                 162,574        $8,481,464        23,565        $1,229,363        $9,710,827       6.9×   

Unvested

     193,701        $10,105,375        198,680        $10,365,151                    $20,470,526       14.6×   

Total

     193,701        $10,105,375        198,680        $10,365,151        162,574        $8,481,464        23,565        $1,229,363        $30,181,353       21.6×   

 

(1)

Excluding stock options, which are out-of-the-money and have no value as of December 31, 2023.

 

(2)

Calculated using the closing BCE share price on December 29, 2023 of $52.17.

 

60   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

11

Compensation of our named executive officers

 

 

This section examines the compensation provided in 2023 to our President and CEO, our CFOs (current and retired), and our three other most highly compensated executive officers (based on aggregate compensation excluding pension benefits).

 

Mirko Bibic, President and CEO, BCE Inc. and Bell Canada

(see detailed compensation discussion in section 10, entitled President and CEO compensation)

 

Curtis Millen, Executive Vice President and Chief Financial Officer, BCE Inc. and Bell Canada

 

Glen LeBlanc, Executive Vice President and Chief Financial Officer (Former) and Vice Chair, Atlantic Canada

Wade Oosterman, Former President, Bell Media and Vice Chair, BCE Inc. and Bell Canada

 

John Watson, Group President, Business Markets, Customer Experience and AI

 

Stephen Howe, Chief Technology and Information Officer

 

For more information regarding our compensation philosophy and policies and a discussion of the elements of our compensation programs, see section 9, entitled Compensation discussion & analysis.

 

LOGO

 

Curtis Millen

 

Executive Vice President

and Chief Financial Officer,

BCE Inc. and Bell Canada

  

Curtis Millen

 

Appointed Chief Financial Officer of BCE and Bell in 2023, C. Millen leads all Finance strategy and operations for the Bell group of companies and is the head of Bell Ventures.

 

C. Millen joined Bell in 2008 and has held successively senior positions within the finance organization. Most recently, he served as SVP, Corporate Strategy and Treasurer, and President of BIMCOR, Bell Canada’s pension fund subsidiary.

 

Prior to joining Bell in 2008, C. Millen was a Media & Telecom investment banker at Citigroup Global Markets and Banc of America Securities. He holds a BA Economics from Yale University, an MBA from the Yale School of Management and the ICD.D designation. C. Millen is a board member of St-Mary’s Hospital Foundation and a former Director at Q9 Networks, Glentel and Aequitas Innovations. Born and raised in Montréal, C. Millen is based at our Montréal headquarters and is fluently bilingual.

 

In 2023 upon his appointment, target direct compensation was set for C. Millen at $3.1 million, reflecting his promotion to Executive Vice President and Chief Financial Officer. No additional changes are planned in 2024 to his target compensation.

2023 Actual pay mix

 

                                                                                            
       
Position    EVP and Chief
  Financial Officer
   

SVP,

 Corporate Strategy

and Treasurer

     SVP, 
 Corporate Strategy 
and Treasurer 
      

2023 

($)

(1) 

 

   

2022

($)

 

 

    

2021

($)

 

 

Salary

     490,178       425,000        400,000   

At-Risk Compensation

       

Annual Short-Term Incentive Plan

     640,361       514,250        498,000  

RSU-Based Awards

     450,582       237,500        237,500  

PSU-Based Awards

     450,582       237,500        237,500  

Total At-Risk Compensation

     1,541,525       989,250        973,000  

Pension & Other Compensation

     77,990       66,447        61,096  

Total Compensation

     2,109,693       1,480,697        1,434,096  

 

(1)

2023 compensation is prorated to reflect promotion to EVP and CFO on September 1, 2023.

2023 At-risk total direct compensation

 

LOGO

 

  61


Table of Contents

Compensation of our named executive officers 11

 

 

LOGO

 

Glen LeBlanc

 

Executive Vice President

and Chief Financial Officer

(Former) and Vice Chair

Atlantic Canada

  

 

Glen LeBlanc

 

G. LeBlanc was Chief Financial Officer of BCE Inc. and Bell from 2015 until September 2023, leading all Finance strategy and operations for the Bell group of companies. G. LeBlanc continued to provide leadership and direction to ensure a smooth transition of BCE’s financial operations until the end of December 2023, and his retirement on January 1, 2024.

 

G. LeBlanc continues to serve as Bell’s Vice Chair, Atlantic Canada, responsible for community and other initiatives across Atlantic Canada. Before his appointment as Bell CFO, he had served in the same role for Bell Aliant since 2006.

 

A board member of Maple Leaf Sports & Entertainment and Chair of Northwestel, G. LeBlanc is a Fellow Chartered Professional Accountant (FCPA) and Fellow Certified Management Accountant (FCMA). He holds an ICD.D designation from Rotman and a Bachelor of Commerce from St. Mary’s University.

 

There were no changes to G. LeBlanc’s target compensation in 2023.

2023 Actual pay mix

 

                                                                                            
       
     

2023

($)

   

2022

($)

    

2021 

($) 

 

Salary

     725,000       725,000        675,000   

At-Risk Compensation

       

Annual Short-Term Incentive Plan

     853,470        941,775        982,125   

RSU-Based Awards

     1,125,000       1,125,000        825,000   

PSU-Based Awards

        1,125,000           1,125,000              825,000   

Total At-Risk Compensation

     3,103,470       3,191,775        2,632,125   

Pension & Other Compensation

     890,982       660,436        767,654   

Total Compensation

     4,719,452       4,577,211        4,074,779   

2023 At-risk total direct compensation

 

LOGO

 

62   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

 

LOGO

 

Wade Oosterman

 

Former President,

Bell Media and Vice Chair,

BCE Inc. and Bell Canada

 

 

Wade Oosterman

 

Until his retirement on January 2, 2024, W. Oosterman guided Bell Media’s strategic focus as Group President since 2015, as well as operational leadership of Canada’s leading broadcasting, streaming, and content creation company in January 2021.

 

W. Oosterman’s broad strategic perspective in leveraging Bell platforms accelerated Bell Media’s leadership across TV, radio, digital, and out-of-home, along with new ventures, content, and partnerships. W. Oosterman remained in a senior advisory role on the BCE and Bell executive teams as Vice Chair until early January 2024.

 

Joining Bell in 2006 as President of Bell Mobility and Chief Brand Officer, W. Oosterman became President of Mobility and Residential Services in 2010, Group President in 2015, and Vice Chair in 2018. He holds an MBA from the Ivey Business School at Western University, and serves on the boards of Telephone and Data Systems and Stagwell Global Inc.

 

There were no changes to W. Oosterman’s target compensation in 2023.

 

2023 Actual pay mix

 

                                                                                            
       
     

2023

($)

   

2022

($)

    

2021 

($) 

 

Salary

     900,000       900,000        900,000   

At-Risk Compensation

       

Annual Short-Term Incentive Plan

     1,080,000       1,080,000        1,201,500   

RSU-Based Awards

     1,250,000        1,250,000        1,250,000   

PSU-Based Awards

     1,250,000       1,250,000        1,250,000   

Total At-Risk Compensation

        3,580,000           3,580,000            3,701,500   

Pension & Other Compensation

     385,505       395,794        310,327   

Total Compensation

     4,865,505       4,875,794        4,911,827   

2023 At-risk total direct compensation

 

LOGO

 

  63


Table of Contents

Compensation of our named executive officers 11

 

 

LOGO

 

John Watson

 

Group President,

Business Markets,

Customer Experience   and AI

 

 

John Watson

 

J. Watson leads four of Bell’s key business segments, including Business Markets (BBM), Customer Operations, Field Services and AI teams, as Group President, Business Markets, Customer Experience and AI.

 

Leading Canada’s largest Enterprise Communications Solutions team, J. Watson’s team delivers communications solutions across a broad set of products and services leveraging cloud, security and digital workflow expertise. Under his tenure, FX Innovation became a Bell company in 2023, accelerating Bell’s cloud and digital workflow leadership on the ServiceNow platform to help customers achieve their digital transformation goals.

 

Advancing Bell’s Customer First strategy by leveraging industry-leading investments in talent development, AI and digital advocacy, J. Watson is delivering an improved customer experience for Bell business, residential and wireless customers. Through a centre of excellence, he is also leveraging AI and digital innovation to provide additional leadership across Bell.

 

A leader in organizational development, J. Watson has lectured on business strategy, customer experience, AI, marketing, leadership and talent development. He brings over 24 years of Executive Officer experience, successfully managing large business units in the Canadian telecommunications sector.

 

There were no changes to J. Watson’s target compensation in 2023 and none are further planned for 2024.

2023 Actual pay mix

 

                                                                                            
       
Position   

Group President,

Business Markets,

Customer

Experience and AI

   

Group President,

Customer

Experience

    

Group President, 

Customer 

Experience 

 
     

2023

($)

   

2022

($)

    

2021 

($) 

 

Salary

     750,000       750,000        750,000   

At-Risk Compensation

       

Annual Short-Term Incentive Plan

     923,400        981,000        1,091,250   

RSU-Based Awards

     1,250,000       1,250,000        1,250,000   

PSU-Based Awards

         1,250,000           1,250,000            1,250,000   

Total At-Risk Compensation

     3,423,400       3,481,000        3,591,250   

Pension & Other Compensation

     372,891       308,912        237,123   

Total Compensation

     4,546,291       4,539,912        4,578,373   

2023 At-risk total direct compensation

 

LOGO

 

64   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

 

LOGO

 

Stephen Howe

 

Chief Technology and

Information Officer

 

 

Stephen Howe

 

Appointed Chief Technology and Information Officer in February 2022, S. Howe leads the Network and Technology Services team responsible for designing, building and operating Bell’s industry-leading broadband fibre, wireless, satellite and media networks as well as application development, infrastructure and cloud management.

 

S. Howe joined Bell in 2006 and has led the rollout of both the Bell Fibe all-fibre network in seven provinces and a national 5G wireless network and 5G+ technology that covers over 86% and 51% of the Canadian population, respectively.

 

A network executive in Canadian telecom for the past 25 years, S. Howe holds a Bachelor of Engineering Physics degree from McMaster University and an MBA from Cornell University.

 

There were no changes made to target compensation for S. Howe in 2023 and none are further planned for 2024. A cash retention bonus of $1.5 million was granted to S. Howe in 2019 in connection with organizational changes, which was payable in 2023 and included in other compensation.

 

2023 Actual pay mix

 

                                                                                            
       
Position   

Chief Technology and

Information Officer

   

Chief Technology and

Information Officer

    

EVP and Chief 

Technology Officer 

       
     

2023

($)

   

2022

($)

    

2021 

($) 

Salary

     750,000       750,000        650,000   

At-Risk Compensation

       

Annual Short-Term Incentive Plan

     923,400        974,000        945,750  

RSU-Based Awards

     1,250,000       1,250,000        875,000  

PSU-Based Awards

     1,250,000       1,250,000        875,000  

Total At-Risk Compensation

         3,423,400           3,474,000            2,695,750  

Pension & Other Compensation

     1,803,943       288,871        207,792  

Total Compensation

     5,977,343       4,512,871        3,553,542  

2023 At-risk total direct compensation

 

LOGO

 

  65


Table of Contents

Compensation of our named executive officers 11

 

 

 

11.1

Shareholder return performance graph

 

Five-year

cumulative

total return on

$100 investment (1)

and NEO

compensation

 

December 31, 2018 –

December 31, 2023

  

LOGO

 

           (1)  Based on BCE’s common share price on the TSX and assuming the reinvestment of dividends

Five-year cumulative total return on $100 investment

 

                                                                                                                                                                                                                        
               
      2018      2019      2020      2021      2022      2023          

BCE Common Shares

     100        118        113        144        138        130     

S&P Global Ratings Canada/TSX Composite Index

     100        123        130        162        153        171           

NEO compensation

 

                                                                                                                                                                                                                        
               
      2018      2019      2020      2021      2022      2023          

NEO total direct compensation ($ millions)

     27.8        29.3        23.4        26.6        28.9        29.0           

NEO total direct compensation in 2023 as a percentage of 2023 total revenues is 0.1%. The graph above compares the yearly change in the cumulative annual total shareholder return on BCE common shares against the cumulative annual total return on the S&P Global Ratings Canada/TSX Composite Index for the five-year period ending December 31, 2023, assuming an initial investment of $100 on December 31, 2018, and quarterly reinvestment of all dividends. Also shown is the NEOs’ compensation over the same period, with 2023 normalized to include compensation for one EVP and CFO for the full year. Compensation is defined as total direct compensation awarded to active NEOs, including salary, annual short-term incentive awards and annualized LTIP grants of RSUs, PSUs and stock options. A large portion of total compensation is awarded in the form of equity, and the actual realized payouts related to those awards are linked more closely to the evolution of the Corporation’s share price and dividend growth than is reflected in the graph above.

 

BCE

BCE total return is based on the BCE common share price on the Toronto Stock Exchange and assumes the reinvestment of dividends.

S&P Global Ratings Canada/TSX composite index

As the headline index for the Canadian equity market, the S&P Global Ratings Canada/TSX Composite Index is the primary gauge against which to measure total shareholder return for Canadian-based TSX-listed companies.

 

 

66   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

 

 

11.2

Summary compensation table

The table below summarizes the compensation of our NEOs. The NEOs include our President and CEO, our CFOs (current and retired), and our three most highly compensated executive officers ranked by their total compensation.

For more information regarding our compensation philosophy and policies and a discussion of the elements of our compensation programs, see section 9, entitled Compensation discussion & analysis, and the footnotes to the table below.

 

                                                                                                                                                                                                       
                 
Name and principal position      Year       

Salary

($)

 

(1)  

   

Share-based

awards

($)

 

 

(2)(3)  

   

Option-based

awards

($)

 

 

 

    

Non-equity

incentive plan

compensation

(annual

incentive plans)

($)

 

 

 

 

 

(4)  

   

Pension

value

($)

 

 

(5)  

   

All other

compensation

($)

 

 

(6)  

   

Total 

compensation 

($) 

 

 

 

 

Mirko Bibic

President and CEO

BCE Inc. and Bell Canada

  

 

 

 

2023

 

 

     1,400,000       8,000,000       N/A        2,956,800       874,880       202,086       13,433,766   
                                                                
  

 

 

 

2022

 

 

     1,400,000       7,500,000       N/A        3,094,000       1,399,733       199,916       13,593,649   
                                                                
  

 

 

 

2021

 

 

     1,300,000       6,000,000       N/A        3,188,250       436,605       218,183       11,143,038   

                                                                  

 

Curtis Millen

EVP and CFO

BCE Inc. and Bell Canada

  

 

 

 

2023

 

 

     490,178       901,164       N/A        640,361       60,490       17,500       2,109,693   
                                                                  
  

 

 

 

2022

 

 

     425,000       475,000       N/A        514,250       54,976       11,471       1,480,697   
                                                                  
  

 

 

 

2021

 

 

     400,000       475,000       N/A        498,000       48,120       12,976       1,434,096   

                                                                  

 

Glen LeBlanc

EVP and CFO (Former) and

Vice Chair, Atlantic Canada

  

 

 

 

2023

 

 

     725,000       2,250,000       N/A        853,470       854,571       36,411       4,719,452   
                                                                
  

 

 

 

2022

 

 

     725,000       2,250,000       N/A        941,775       628,241       32,195       4,577,211   
                                                                
  

 

 

 

2021

 

 

     675,000       1,650,000       N/A        982,125       732,780       34,874       4,074,779   

                                                                  

 

Wade Oosterman

Former, President,

Bell Media and Vice Chair

BCE Inc. and Bell Canada

  

 

 

 

2023

 

 

     900,000       2,500,000       N/A        1,080,000       344,520       40,985       4,865,505   
                                                                
  

 

 

 

2022

 

 

     900,000       2,500,000       N/A        1,080,000       353,052       42,742       4,875,794   
                                                                
  

 

 

 

2021

 

 

     900,000       2,500,000       N/A        1,201,500       275,853       34,474       4,911,827   

                                                                  

 

John Watson

Group President

Business Markets

Customer Experience and AI

  

 

 

 

2023

 

 

     750,000       2,500,000       N/A        923,400       264,843       108,048       4,546,291   
                                                                
  

 

 

 

2022

 

 

     750,000       2,500,000       N/A        981,000       270,664       38,248       4,539,912   
                                                                
  

 

 

 

2021

 

 

     750,000       2,500,000       N/A        1,091,250       200,079       37,044       4,578,373   

                                                                  

 

Stephen Howe

Chief Technology

and Information Officer

  

 

 

 

2023

 

 

     750,000       2,500,000       N/A        923,400       263,810       1,540,133       5,977,343   
                                                                
  

 

 

 

2022

 

 

     750,000       2,500,000       N/A        974,000       248,993       39,878       4,512,871   
                                                                
  

 

 

 

2021

 

 

     650,000       1,750,000       N/A        945,750       173,402       34,390       3,553,542   

                                                                  

 

(1)

C. Millen was promoted to EVP and CFO on September 1, 2023, having previously held the role of SVP, Corporate Strategy & Treasurer, BCE Inc. and Bell. C. Millen’s base salary increased from $425,000 to $620,000 upon appointment. Values for 2023 are prorated.

 

(2)

The following table compares the grant date fair values used for compensation purposes with the provisions that are recorded to the Corporation’s financial statements for the NEO share-based awards.

 

                                                                                                                                                                                         
       
    

2023

February 21, 2023

to December 31, 2025

  

2022

February 22, 2022

to December 31, 2024

  

2021

March 10, 2021

to December 31, 2023

   
     

Grant date

fair value (a)

  

Accounting

fair value (b)

   Grant date
fair  value (a)
  

Accounting

fair value (b)

  

Grant date

fair value (a)

  

Accounting

value (b)

   

Share Price

   $61.19    $59.52    $66.58    $65.16    $56.70    $61.30
   

Aggregate Difference

   $448,825    $368,213    $1,188,933
   

Difference per Share

   $1.67    $1.42    $4.60

 

  (a)

The share price at time of grant was equal to the volume weighted average of the trading price per BCE common share of a board lot of BCE common shares traded on the Toronto Stock Exchange for the five consecutive trading days ending on the day prior to the day the grant became effective and is based on target performance.

 

  (b)

Accounting fair value is amortized over the vesting period of the awards. This value reflects a blended value for RSUs and PSUs. Beginning in 2021, BCE started to use the Monte Carlo valuation methodology for the evaluation of accounting fair value of certain PSUs, with the introduction of the relative TSR market based performance measure, and follows requirements under IFRS 2 Share-based Payment for accounting purposes.

 

  67


Table of Contents

Compensation of our named executive officers 11

 

(3)

The values shown under this column were allocated as per our compensation plan policy: 50% of the total long-term incentive plan value in RSUs and 50% of the total long-term incentive plan value in PSUs. The following table details the amounts awarded under both plans:

 

                                                                                                                                                                                         
       
     2023      2022      2021  
Name   

RSUs

($)

    

PSUs

($)

    

RSUs

($)

    

PSUs

($)

    

RSUs

($)

    

PSUs 

($) 

M. Bibic

     4,000,000        4,000,000        3,750,000        3,750,000        3,000,000        3,000,000   

C. Millen (a)

     450,582        450,582        237,500        237,500        237,500        237,500  

G. LeBlanc

     1,125,000        1,125,000        1,125,000        1,125,000        825,000        825,000  

W. Oosterman

     1,250,000        1,250,000        1,250,000        1,250,000        1,250,000        1,250,000  

J. Watson

     1,250,000        1,250,000        1,250,000        1,250,000        1,250,000        1,250,000  

S. Howe

     1,250,000        1,250,000        1,250,000        1,250,000        875,000        875,000  

 

  (a)

C. Millen’s share-based award increased from $475,000 to $1,750,000 upon appointment to EVP and CFO in September 2023. Values for 2023 are prorated.

 

(4)

This column includes only the annual short-term incentive awards paid to the NEOs. C. Millen’s short-term incentive award reflects his promotion to EVP and CFO in September 1, 2023.

 

(5)

As described under section 11.5, entitled Pension arrangements, for all NEOs, this represents the employer contribution for each of the three most recently completed years for the different defined contribution arrangements and related effects on the value of the executive officer’s SERP account when applicable. In addition, for M. Bibic it includes the impact of his average pensionable earnings increase under the Bell Canada Defined Benefits Pension Plan and for G. LeBlanc, it includes the impact of his average pensionable earnings increase under the Bell Aliant Defined Benefit arrangements.

 

(6)

For M. Bibic, 2021, 2022 and 2023 amounts include perquisite allowance ($120,000). For J. Watson, 2023 amount includes a perquisite allowance ($33,500). For S. Howe, 2023 amount includes $1.5 million cash retention bonus granted in 2019 and paid in January 2023. For all other NEOs, All Other Compensation also includes Corporation contributions under the Employees’ Savings Plan and Corporation-paid life insurance premiums and gross-up payments. Perquisites and other personal benefits that do not exceed in aggregate $50,000 or 10% of the fiscal year’s salary are not included.

 

68   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

 

 

11.3

Incentive plan awards

Outstanding unexercised option-based awards and unvested share-based awards

The following table includes all unexercised option-based awards and all share-based awards outstanding at the end of the financial year ended December 31, 2023. Refer to section 9.6, entitled 2023 Compensation elements, under the heading Long-term incentive plan, for key features of the plans.

 

                                                                                                                                                                                                                           
     
     Option-based awards      Share-based awards  
 
            Number of securities underlying                                Market      Market  
            unexercised options
                               or payout      or payout  
 
                                                    Number      value of      value of  
 
                                             Value of      of shares      share-based      share-based  
 
                                 Option           unexercised      or units      awards      awards not  
 
                                 exercise     Option     in-the-money      of shares      that have      paid out or  
 
              Total        price (1)      expiration       options (3)       that have        not vested (4)       distributed (4) 
 
Name      Grant date        Vested        Not vested        options        ($)       date (2)       ($)        not vested        ($)        ($)  
 

M. Bibic

     2020-02-25        393,701        0        393,701        64.78       2030-02-24       0        262,857        13,713,249        15,238,734  
 
     2019-02-26        158,228        0        158,228        58.35       2029-02-25       0           
 
     2018-11-12        42,065        0        42,065        54.05       2025-02-26       0           
 
     2018-02-27        98,685        0        98,685        56.62       2025-02-26       0           
 
       2017-02-28        81,593        0        81,593        58.62       2024-02-27       0                             
 

C. Millen

     2020-02-25        31,168        0        31,168        64.78       2030-02-24       0        24,063        1,255,343        2,255,645  
 

G. LeBlanc

     2020-02-25        108,268        0        108,268        64.78       2030-02-24       0        76,280        3,979,528        13,624,548  
 
     2019-02-26        104,431        0        104,431        58.35       2029-02-25       0           
 
       2018-02-27        109,650        0        109,650        56.62       2025-02-26       0                             
 

W. Oosterman

     2020-02-25        164,042        0        164,042        64.78       2030-02-24       0        84,757        4,421,775        62,125,208  
 
       2019-02-26        284,811        0        284,811        58.35       2029-02-25       0                             
 

J. Watson

     2020-02-25        164,042        0        164,042        64.78       2030-02-24       0        84,757        4,421,775        7,439,153  
 
     2019-02-26        94,937        0        94,937        58.35       2029-02-25       0           
 
       2017-02-28        97,912        0        97,912        58.62       2024-02-27       0                             
 

S. Howe

     2020-02-25        114,830        0        114,830        64.78       2030-02-24       0        84,757        4,421,775        6,030,044  
 
     2019-02-26        110,760        0        110,760        58.35       2029-02-25       0           
 
       2017-02-28        107,703        0        107,703        58.62       2024-02-27       0                             

 

(1)

The exercise price is the price at which a common share may be purchased when an option is exercised. Effective June 6, 2007, shareholders approved that the exercise price be the higher of the volume weighted average of the trading price per BCE common share of a board lot of BCE common shares on the Toronto Stock Exchange: (i) on the trading day prior to the day the grant becomes effective or, if at least one board lot of BCE common shares has not been traded on such day, then the volume weighted average for the next preceding day for which at least one board lot was so traded; and (ii) for the five consecutive trading days ending on the trading day prior to the day the grant becomes effective.

 

(2)

The term of any option may not exceed ten years from the effective date of the grant. From 2011 to 2018, options were granted with a seven-year term. In 2019 and 2020, options were granted with a 10-year term. The Compensation Committee can always recommend and the Board approve another option term at the time of grant as long as the maximum 10-year expiry date is respected.

 

(3)

The value of unexercised in-the-money options is calculated using the closing price of a board lot of common shares of BCE on the Toronto Stock Exchange on December 29, 2023, i.e. $52.17, less the exercise price of those options. Options with an exercise price above closing price are considered to be out-of-the-money.

 

(4)

The value of the outstanding share units is calculated using the closing price of a board lot of common shares of BCE on the Toronto Stock Exchange on December 29, 2023, i.e. $52.17, times the number of share units held by the employee in the RSU, PSU, DSU and DSP plans, as applicable, on December 31, 2023, with PSUs vesting at 108% of target.

 

  69


Table of Contents

Compensation of our named executive officers 11

 

Incentive plan awards – value vested or earned during the year

The following table summarizes option-based awards and share-based awards that vested during 2023 as well as annual short-term incentive awards earned during 2023. Refer to section 9.6, entitled 2023 Compensation elements, under the headings Long-term incentive plan, and Annual short-term incentive, for the key features of the plans.

 

                                                                                                                                                                                                                                          
       
     Option-based awards      Share-based awards     

Non-equity incentive

plan compensation

 
   
Name      Vesting date       

Value vested

during the year

($)

 

(1) 

 

    

Value on

vesting date

($)

 

(2) 

 

   

Value vested

during the year

($)

 

(2) 

 

    

Value earned

during the year

($)

 

(3) 

 

   

M. Bibic

     2023-02-24               6,757,269       6,757,269        2,956,800  
   

C. Millen

     2023-02-24               534,973       534,973        640,361  
   

G. LeBlanc

     2023-02-24               1,858,293       1,858,293        853,470  
   

W. Oosterman

     2023-02-24               2,815,471       2,815,471        1,080,000  
   

J. Watson

     2023-02-24               2,815,471       2,815,471        923,400  
   

S. Howe

     2023-02-24               1,970,932       1,970,932        923,400  

 

(1)

The options granted on February 25, 2020 vested in full on February 24, 2023. On the vesting date, the closing price of a board lot of common shares of BCE Inc. on the Toronto Stock Exchange was $60.46. Options are out-of-the-money as of December 31, 2023.

 

(2)

The RSUs and PSUs granted on March 10, 2021 vested in full on December 31, 2023, with PSUs vesting at 108% of target. On the vesting date, the closing price of a board lot of common shares of BCE Inc. on the Toronto Stock Exchange was $52.17.

 

(3)

These amounts are the same as those included in the Summary Compensation Table under the column Non-Equity Incentive Plan Compensation (Annual Incentive Plans) and include the entire 2023 annual short-term incentive awards paid in cash and/or in DSUs.

No stock options were exercised by NEOs during 2023.

Stock option plan

The stock option plan was established in 1999. It was available to officers and other employees of the Corporation and its subsidiaries who, in the opinion of the Compensation Committee, have demonstrated the capacity for contributing in a substantial measure to the successful performance of the Corporation. The number of shares issuable to insiders, at any time, under the stock option plan and all equity-based compensation arrangements of BCE cannot exceed 10% of issued and outstanding shares; and the number of shares issued to insiders, within any one-year period, under all security-based compensation arrangements of BCE cannot exceed 10% of issued and outstanding shares.

Under the terms of the stock option plan, the Compensation Committee establishes the option period, which shall not exceed ten years after the effective date of the grant. It also establishes the vesting schedule for each grant. From 2011 to 2018, options were granted with a seven-year term and three-year cliff vesting. In 2019 and 2020, options were granted with a 10-year term and three-year cliff vesting.

Options are not assignable by the optionee, except to the optionee’s estate upon the optionee’s death.

Under the terms of the stock option plan, the Compensation Committee has the discretion to establish vesting provisions, exercise schedules or termination provisions at the time of grant of new options or later on with respect to any outstanding option, without shareholder approval.

However, the Compensation Committee may not, without shareholder approval:

 

increase the number of common shares that can be issued under the stock option plan

 

reduce the strike price of an outstanding option (including a cancellation and re-grant of an option, constituting a reduction of the exercise price of an option)

 

extend the expiry date of an outstanding option or amend the stock option plan to permit the grant of an option with an expiry date beyond the maximum term allowed under the stock option plan

 

change the provisions relating to the transferability of options except if the transfer is for normal estate-settlement purposes

 

make amendments to eligible participants that may permit the introduction of non-employee directors on a discretionary basis, or

 

make amendments to provide for other types of compensation through equity issuance, unless the change results from application of the anti-dilution provisions of the stock option plan.

There were no amendments to the stock option plan in 2023, and no stock options have been granted under the plan since 2020.

 

 

70   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

Securities authorized for issuance under equity compensation plans

 

                                                                                            
       
Name   

Number of securities

to be issued upon

exercise of

outstanding options,

warrants and rights

(A)

   

Weighted average

exercise price of

outstanding options,

warrants and rights

($)

(B)

   

     Number of securities remaining

available for future issuance

under equity compensation

plans, excluding securities

reflected in column (A)

(C)

 

Equity compensation plans approved by security holders

                  

Equity compensation plans not approved by security holders

     7,710,236 (1)      61  (2)      9,884,613 (3) 

Total

     7,710,236       61       9,884,613  

 

(1)

This number includes 225,675 BCE common shares issuable under the DSP.

 

(2)

Weighted average exercise price does not include DSP units.

 

(3)

This number includes 4,360,087 BCE common shares issuable pursuant to employee subscriptions under the BCE Inc. ESPs (1970) and (2000).

The following table sets out the number of securities issued and issuable under each of the Corporation’s security-based compensation arrangements and the number of BCE common shares underlying outstanding options and percentages represented by each calculated over the number of BCE common shares outstanding as at December 31, 2023.

 

       
    

Common shares

issuable(1)

   

Common shares

issued to date

   

Common shares under

outstanding options

 
       Number       % (2)      Number       % (2)      Number        % (2) 

BCE Inc. Stock Option Plan (1999)

       11,980,612 (3)        1.3         37,713,293         4.1         7,484,561        0.8  

Employees’ Savings Plans (1970) and (2000)

     4,360,087 (4)      0.5       25,728,662       2.8       N/A          N/A  

Bell Aliant Inc. Deferred Share Plan (DSP)

     1,254,150 (5)      0.1       77,261 (5)      0.0       N/A        N/A  

 

(1)

This number excludes BCE common shares issued to date and represents the aggregate of BCE common shares underlying outstanding options, deferred shares and BCE common shares remaining available for future grants of options and subscriptions under the ESPs.

 

(2)

Outstanding BCE common shares as at December 31, 2023 = 912,274,545.

 

(3)

Out of a maximum number of issuable BCE common shares of 50,000,000 under the Stock Option Program (1999) after deduction of 306,095 common shares transferred to and issued or issuable under the BCE Inc. Replacement Stock Option Plan (Plan of Arrangement 2000).

 

(4)

Out of an aggregate maximum number of issuable BCE common shares of 20,000,000 under the ESPs (1970) and (2000).

 

(5)

1,331,411 BCE common shares were listed and reserved for issuance under the Bell Aliant Inc. Deferred Share Plan (DSP), established in 2006 and assumed by BCE on the acquisition of Bell Aliant in 2014. Deferred shares track the BCE common share price, with dividend reinvestment, and can be settled in either BCE common shares or cash equivalent. Common shares issued to date represents the number of common shares issued under the plan since the date of acquisition of Bell Aliant Inc. The DSP is a closed plan and, as of December 31, 2023, all units held under the DSP are vested. Vested deferred shares granted under the DSP must be exercised by the second anniversary of the participant’s departure from the Corporation.

The table below summarizes the dilution, overhang and burn rates for the stock option plan as of December 31 of each year.

 

                                                                                            
       
      2023      2022      2021 

Dilution(1)

     0.8%        0.9%        1.2%   

Overhang(2)

     1.3%        1.3%        1.7%  

Burn Rate(3)

     N/A        N/A        N/A  

 

(1)

(Total options outstanding) ÷ (total common shares outstanding).

 

(2)

(Total options available for issue + options outstanding) ÷ (total common shares outstanding).

 

(3)

(Total options granted during the fiscal year) ÷ (weighted average number of common shares outstanding during the fiscal year). No stock options have been granted since 2020.

 

  71


Table of Contents

Compensation of our named executive officers 11

 

 

 

11.4

Employees’ savings plan (ESP)

The BCE Inc. ESP is designed to encourage our employees and those of our participating subsidiaries in Canada to own shares of the Corporation.

The ESP supports long-term share ownership and builds greater interest in the growth and success of our Corporation. Under this plan, regular employees who have completed at least six months of recognized service and who do not control directly or indirectly 5% or more of the outstanding common shares of BCE can invest up to 12% of their basic salaries through regular payroll deductions to buy BCE common shares. The employer matches one-third of the employee’s contribution up to a maximum of 2% of the employee’s annual basic salary. The employer contributions and the associated dividends are subject to a two-year vesting period, which means that shares are purchased with the employer contributions and associated dividends reinvested on the condition that shares purchased with employee contributions remain in the plan for a two-year period and then become available in the employee’s account. Upon the employee’s departure, except upon involuntary termination, retirement or death, the unvested employer contributions and associated dividends are forfeited.

The trustee of the ESP buys BCE common shares for the participants on the open market, by private purchase or from BCE (issuance of treasury shares). The price of the shares purchased by the trustee on the open market or by private purchase is equal to the value paid by the trustee for such shares. The price for treasury shares (if any) purchased from BCE is equal to the weighted average prices of the shares purchased by the trustee on the open market and by private purchase (if any) in the week immediately preceding the week in which the purchase is made from BCE. The purchase price for treasury shares may not be below the market price of the securities, as established

pursuant to the plan. Employer contributions are always purchased on the open market. Since January 6, 2017, employee contributions have normally been purchased on the open market, except in 2019 when 1,231,479 common shares were issued from BCE treasury to fill a portion of the purchases for employee contributions.

The number of shares that may be issued under the ESP to insiders of a participating company, within any one-year period, under all security-based compensation arrangements of BCE, may not exceed 10% of all issued and outstanding BCE common shares. Participation in the ESP is not assignable.

Under the terms of the ESP, the Board has the authority to modify the ESP without shareholder approval to introduce changes such as a change in the termination provisions, housekeeping changes (such as to correct an immaterial inconsistency or clerical error or omission), or a change deemed necessary or desirable to comply with applicable legal or regulatory requirements.

However, the Board may not, without shareholder approval:

 

amend the limit on employee contribution

 

amend the offering period to more than 27 months

 

introduce a discount purchase price

 

amend the maximum Corporation contribution

 

increase the number of common shares issuable pursuant to the ESP, or

 

allow for a potential dilution associated with the ESP, together with all other security-based compensation arrangements, of more than 10% of outstanding common shares of the Corporation.

No changes were made to the ESP in 2023.

 

 

 

 

11.5

Pension arrangements

Defined contribution arrangements

The DC basic plan is the sum of:

Employee contributions: Employee may contribute up to a maximum of 12% of pensionable earnings, subject to the ITA limit

 

Employer contributions: Employer contributes 4% of pensionable earnings and matches the first 2% of employee contributions, for a maximum of 6%

 

Employee contributions are made into the registered DC plan arrangement while employer contributions are made first into the registered DC plan arrangement, with any excess in the DC notional account.

 

a.

Registered DC Plan Arrangement

 

The Registered DC Plan Arrangement is a component of the Bell Plan. Under this arrangement, each participant chooses how to invest the contributions made in their registered account and the rate of return earned will depend on this choice and investment performance. Employee contributions, employer contributions and any investment returns vest immediately. The sum of employee and employer contributions is limited annually to the maximum allowed under the ITA for registered pension plans.

b. DC Notional Account

 

When the sum of employee and employer contributions in any given year reaches the limit prescribed under the ITA, contributions by the employee stop and deemed employer contributions start to accumulate in the employee’s DC Notional Account. The DC Notional Account is credited with the rate of return of the investment funds chosen by the employee. The employee chooses the investment funds that will be used to track the rate of return on the contributions made in their DC Notional Account from the same selection of funds available for investing the Registered DC Plan contributions. This DC Notional Account accumulates until termination of employment or retirement, at which point it is paid in cash instalments over five or 10 years, depending on the size of the account, and is taxable to the employee.

 

 

72   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

Defined contribution supplementary executive retirement plan (DC SERP)

The CEO and all EVPs, including NEOs, hired or appointed to an EVP officer position on or after January 1, 2005, are eligible for benefits under the DC SERP after having served as an EVP officer for at least five years. These supplemental arrangements consist of the application of a multiplier to employer contributions and related investment returns accumulated in their accounts under the DC Basic Plan (registered DC plan arrangement and DC notional account) while serving as an EVP officer.

Once an EVP officer becomes eligible for benefits under the DC SERP, a multiplier varying from 1.25 upon reaching 45 points (age plus years of service) to 3.0 upon reaching 80 points is applied to employer contributions and related investment returns in the DC Basic Plan. An EVP officer may therefore accumulate, while an EVP officer (through employer contributions and the related multiplier) up to a maximum of 18% of their pensionable earnings plus related investment returns.

The additional amount attributable to DC SERP equals the multiplier times:

 

the employer’s contributions including investment returns accumulated in their accounts under the DC Basic Plan; less

 

the employer’s contributions including investment returns accumulated in their accounts under the DC Basic Plan at the date they became an officer.

The Board may grant additional years of service, additional employer contributions or both, through a special arrangement.

Pensionable earnings include base salary and annual short-term incentive awards, whether they are paid in cash or DSUs. The Corporation pays the entire cost of the DC SERP. This benefit is payable in cash instalments over five or 10 years, depending on the size, starting at termination of employment or retirement and is taxable to the employee. The DC SERP, by its nature, does not include any indexation provision.

 

The following table shows amounts from all the Corporation’s DC arrangements for the NEOs.

 

                                                                                                                                                          
           
Name     

Name of the

arrangement

 

 

   

Balance as of

December 31, 2022

($)

 

 

 

   

Compensatory

($)

(1) 

 

   

Non-

compensatory

($)

 

(2) 

 

   

Balance as of

December 31, 2023

($)

 

 

 

M. Bibic

     DC Basic Plan (3)      1,803,555        269,640       137,069       2,210,264  
     DC SERP (4)       2,135,408       458,388       350,153       2,943,949   
       Total       3,938,963       728,028       487,222       5,154,213  

C. Millen

     DC Basic Plan (3)      1,075,220       60,490       154,221       1,289,931  
     DC SERP (4)       0       0       0       0  
       Total       1,075,220       60,490       154,221       1,289,931  

G. LeBlanc

     DC Basic Plan (3)      945,822       100,007       90,961       1,136,790  
     DC SERP (4)       1,742,992       200,013       153,063       2,096,068  
       Total       2,688,814       300,020       244,024       3,232,858  

W. Oosterman

     DC Basic Plan (3)      3,549,933       118,800       714,665       4,383,398  
     DC SERP (4)       6,347,253       225,720       1,676,985       8,249,958  
       Total       9,897,186       344,520       2,391,650       12,633,356  

J. Watson

     DC Basic Plan (3)      2,140,079       103,860       164,253       2,408,192  
     DC SERP (4)       3,030,252       160,983       428,582       3,619,817  
       Total       5,170,331       264,843       592,835       6,028,009  

S. Howe

     DC Basic Plan (3)      2,095,080       103,455       259,420       2,457,955  
     DC SERP (4)       2,708,371       160,355       559,835       3,428,561  
       Total       4,803,451       263,810       819,255       5,886,516  

 

(1)

Employer contribution in 2023 for the DC arrangements including the multiplier impact for the DC SERP.

 

(2)

For DC Basic Plan: Employee contribution and investment return. For DC SERP: Investment return, accumulated benefits upon reaching eligibility for the DC SERP and impact of increment in multiplier.

 

(3)

DC Basic Plan includes the registered DC plan arrangement and the DC notional account.

 

(4)

As of December 31, 2023, these NEOs were eligible for the following SERP multipliers:

 

                                                                                                                           
         
Name    Age      Service     Points     Multiplier   

M. Bibic

     56.5        20.0        76.5        2.80×   

C. Millen

     49.3        15.5       64.8       1.00×  

G. LeBlanc

     56.4        30.3       86.7       3.00×  

W. Oosterman

     63.2        17.4       80.6       3.00×  

J. Watson

     59.9        13.6       73.5       2.65×  

S. Howe

     56.5        17.3       73.8       2.65×  

 

  73


Table of Contents

Compensation of our named executive officers 11

 

Defined benefit arrangements

M. Bibic participated in the Bell Canada Defined Benefit pension arrangement for one year up to December 31, 2004, after which he transferred to the Defined Contribution arrangement. His service under the plan is frozen at 1.0 years of credited service. Future pensionable earnings will be taken into account in the calculation of M. Bibic’s pension under this plan arrangement.

The plan provides M. Bibic an annual pension from age 65 of 1.2% of the Year’s Maximum Pensionable Earnings of the year (YMPE); and 1.7% of M. Bibic’s average annual pay during the best 60 consecutive months of pensionable earnings (AAPE) in excess of the YMPE.

a. Registered DB Plan arrangement

The Registered DB Plan Arrangement is a component of the Bell Canada Pension Plan. This arrangement is calculated using the AAPE in which the participant’s compensation produces the highest average. However, it is limited to the maximum allowed under the ITA for registered pension plans. Benefits are partially indexed every year to increases in the Consumer Price Index, subject to a maximum of 4% per year.

b. Excess DB pension

The excess pension is the pension amount that exceeds the ITA limit on registered pension plans. The entire cost of the excess pension is paid by the Corporation.

This benefit is payable only upon retirement or death after age 55. Benefits are also partially indexed every year to increases in the Consumer Price Index, subject to a maximum of 4% per year.

 

 

The following table shows information from these Defined Benefit arrangements.

 

                                                                                                                                                                              
             
Name     

Number of

frozen years

credited

service

 

 

 

(1)  

    Annual benefits payable      

Accrued

obligation at

start of year

($)

 

 

(4) 

 

 

 

Compensatory

change

($)

 

(5)  

 

   

Non-

compensatory

change

($)

 

 

(6)  

 

   

Accrued

obligation at

year end

($)

 

 

(7)  

 

   

At year end

($)

(2) 

 

   

At age 65

($)

(3) 

 

               

M. Bibic

     1.0       40,300       54,276       564,626       146,852       69,309       780,787  

 

(1)

Frozen years of credited service up to December 31, 2004.

 

(2)

Annual pension accrued at year end is based on reduced immediate pension payable at age 56.5 based on frozen credited service as of December 31, 2004, and average pensionable earnings as of December 31, 2023. Benefits that commence prior to retirement age in the registered pension plan may be subject to reduction according to the provisions of the plan and any amounts not paid by the registered pension plan will be paid by the Corporation.

 

(3)

Annual pension payable at age 65 is based on frozen credited service as at December 31, 2004, and average pensionable earnings as of December 31, 2023.

 

(4)

Accrued obligation at start of year is calculated using the following key assumptions: discount rate of 5.3% and indexation of 1.54% annually before age 65 and indexation of 1.65% after age 65 annually.

 

(5)

The compensatory change for 2023 represents the impact of the increase in M. Bibic’s average pensionable earnings as at December 31, 2023.

 

(6)

The non-compensatory change represents the impact of the discount rate (decrease from 5.3% at December 31, 2022 to 4.6% at December 31, 2023), the annual pension indexation and the change in YMPE (established and revised annually for the purposes of the Canada/Québec Pension Plan) on the accrued obligation.

 

(7)

Accrued obligation at year end 2023 is calculated using the following key assumptions: discount rate of 4.6%, indexation of 1.54% before age 65 and indexation of 1.65% after age 65 annually.

G. LeBlanc participated in the Bell Aliant Defined Benefit Pension Plan and supplemental arrangement until December 31, 2014; accrual of pensionable service under these plans was frozen as of that date. Future pensionable earnings will be taken into account in the calculation of G. LeBlanc’s pension under these plans. These plans include indexation provisions.

The plans provide G. LeBlanc an annual pension of 1.5% of the better of the best 60 consecutive months’ or best five calendar years’ average pensionable earnings at retirement for each credited year of service before 2005, plus 1.7% of the best 36 consecutive months’ average pensionable earnings at retirement for each credited year of service on or after 2005. Pensionable earnings include salary and short-term incentive payments. At age 65, the pension benefit for service before 2005 is reduced to reflect benefits from the Canada Pension Plan. G. LeBlanc’s supplemental arrangement provides a survivor pension equal to 60% of G. LeBlanc’s pension benefit.

The following table shows information from these defined benefit arrangements.

 

                                                                                                                                                                              
             
Name     

Number of

frozen years

credited

service

 

 

 

(1)  

    Annual benefits payable      

Accrued

obligation at

start of year

($)

 

 

(4) 

 

   

Compensatory

change

($)

 

(5)  

 

   

Non-

Compensatory

change

($)

 

 

(6)  

 

   

Accrued

obligation at

year end

($)

 

 

(7)  

 

   

At year end

($)

(2) 

 

   

At age 65

($)

(3) 

 

               

G. LeBlanc

     21.3       549,000       544,700       10,898,328       541,551       987,008       12,426,887  

 

(1)

Frozen years of credited service up to December 31, 2014 excludes an additional four years of service recognized only for pension eligibility purposes under the Bell Aliant DB supplemental arrangement.

 

(2)

Annual pension accrued at year end is based on unreduced immediate pension payable at age 56.4 based on frozen credited service as of December 31, 2014, and average pensionable earnings as of December 31, 2023. Benefits that commence prior to retirement age in the registered pension plan may be subject to reduction according to the provisions of the plan and any amounts not paid by the registered pension plan will be paid by the Corporation.

 

(3)

Annual pension payable at age 65 is based on frozen credited service as at December 31, 2014, and average pensionable earnings as of December 31, 2023.

 

(4)

Accrued obligation at start of year is calculated using the following key assumptions: discount rate of 5.3% and indexation of 2.0% annually.

 

(5)

The compensatory change for 2023 represents the impact of the increase in G. LeBlanc’s average pensionable earnings as at December 31, 2023.

 

(6)

The non-compensatory change represents the impact of the discount rate (decrease from 5.3% at December 31, 2022 to 4.6% at December 31, 2023) and the change in YMPE (established and revised annually for the purposes of the Canada/Québec Pension Plan) on the accrued obligation.

 

(7)

Accrued obligation at year end 2023 is calculated using the following key assumptions: discount rate of 4.6% and indexation of 2.0% annually.

 

74   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

 

 

11.6

Termination and change-in-control benefits

This section describes the standard provisions applicable to our different equity-based plans in the event of a termination of a NEO’s employment or a change-in-control. The Compensation Committee has the authority to depart from these standard provisions at the time a stock option, an RSU or a PSU is granted.

Stock options

 

   
Event      
Voluntary resignation    All non-vested options are forfeited on the event date. Vested options can be exercised for one year following the event date (without exceeding the original expiry date). At the end of the one-year period, all outstanding options are forfeited.
Termination for cause    All vested and unvested options are forfeited on the event date.
Termination without cause (other than following a change-in-control)    Continued vesting and right to exercise the stock options conditional on the employee conforming to non-competition non-solicitation and confidentiality covenants for the duration of the vesting and exercise period.
Retirement(1)    Continued vesting and right to exercise the stock options conditional on the employee conforming to non-competition non-solicitation and confidentiality covenants for the duration of the vesting and exercise period.
Death    All non-vested options vest on the event date. Vested options can be exercised by the estate for one year following the event date (without exceeding the original expiry date). After the one-year period, all outstanding options are forfeited.
Change-in-control    If the employment of an option holder is terminated by the Corporation (as determined by the Board) other than for cause or by the option holder for good reason within 18 months of a change-in-control, unvested options can be exercised for a period of 90 days from the date of termination.

 

(1)

Retirement is defined as an employee retiring from the Corporation with at least 55 years of age and 10 years of service, or at least 60 years of age.

RSUs and PSUs

 

     
Event    RSUs   PSUs
Voluntary resignation    All outstanding unvested grants are forfeited on the event date.
Termination for cause    All outstanding unvested grants are forfeited on the event date.
 
Termination without cause (other than following a change-in-control(1)    Continued vesting until the end of the vesting period conditional on the employee conforming to non-competition, non-solicitation and confidentiality covenants for the duration of the period.  

Continued vesting until the end of the performance period conditional on the employee conforming to non-competition, non-solicitation and confidentiality covenants for the duration of the period.

 

To be paid on actual performance criteria results achieved by the Corporation at the end of the performance period.

 
Retirement(1)(2)    Continued vesting until the end of the vesting period conditional on the employee conforming to non-competition, non-solicitation and confidentiality covenants for the duration of the period.  

Continued vesting until the end of the performance period conditional on the employee conforming to non-competition, non-solicitation and confidentiality covenants for the duration of the period.

 

To be paid on actual performance criteria results achieved by the Corporation at the end of the performance period.

 
Death    Immediate vesting and payment of outstanding grants.   Immediate vesting of outstanding grants using, for determination of the vesting percentage, “period-to-date” results and results at target for the remainder of the period.
Change-in-control    If employment is terminated by the Corporation other than for cause or by the employee for good reason within 18 months of a change-in-control (as determined by the Board), unvested RSUs and PSUs will become fully vested and payable within 90 days from the date of termination.

 

(1)

In the event a participant elected to receive 2021, 2022 or 2023 RSUs in the form of DSUs, unvested DSUs will be paid by December 31 of the year after the year of departure in accordance with ITA requirements, but the employee will remain subject to non-competition, non-solicitation and confidentiality covenants for the duration of the period.

 

(2)

Retirement is defined as an employee retiring from the Corporation with at least 55 years of age and 10 years of service, or at least 60 years of age.

 

  75


Table of Contents

Compensation of our named executive officers 11

 

Estimated payments for named executive officers upon termination

of employment or change-in-control

The two tables below show the incremental payments that would be made to our President and CEO and other NEOs in the event of termination of their employment or a change-in-control. Amounts were calculated as if termination had occurred on December 31, 2023.

Mirko Bibic

The terms applicable in the event of different termination scenarios, which were agreed upon on M. Bibic’s appointment as President and CEO, are described in the table below.

 

                                                                                                                                                                                             
                     
Event     

Notice

period

($)

 

(1) 

 

   

Severance

($)

(2) 

 

   

2023

short-term

award

($)


 

 

 

   

Additional

pension

benefits

($)

 

 

(3) 

 

   

Perquisites

($)

(4) 

 

   

RSUs

($)

(5) (6)  

 

   

PSUs

($)

(5)  

 

   

Stock

options)

($)

 

 

 

    

Total

($)

 

 

     Benefits (4) 

Termination without cause

(other than following a change-in-control)

           9,082,250       (7)      1,961,910             1,434,206                    12,478,367       

24-month

extension

 

 

Termination for cause                                                               
Voluntary resignation      466,667                         40,000                          506,667       

4-month

extension

 

 

Long-term disability (LTD)(7)            9,082,250       (8)      1,961,910             1,434,206                    12,478,367        Until age 65  
Death                  (8)                   6,856,656       6,856,601              13,713,256         
Retirement(9)                                    1,434,206                    1,434,206         
Termination without cause following a change-in-control(10)            9,082,250       (8)       1,961,910             6,856,656       6,856,601              24,757,417       

24-month

extension

 

 

 

(1)

In case of voluntary resignation, M. Bibic must provide the Corporation with written notice of four months. The Corporation may waive such period but remains responsible for paying M. Bibic’s base salary and maintaining his benefits coverage and perquisite allowance during the four-month period.

 

(2)

The 24-month severance is calculated using M. Bibic’s annual base salary in effect at time of termination and average annual short-term incentive award for the two years preceding the year of termination. M. Bibic’s average annual short-term incentive award for 2021 and 2022 was $3,141,125. Severance is payable in equal instalments over a 24-month period.

 

(3)

Amount includes 24 months of employer contributions (6%, corresponding to the contribution level in effect prior to termination) under the DC arrangement of the pension plan using base salary in effect upon termination of employment and average annual short-term incentive award for the two years preceding the year of termination. The additional pension value will be credited to M. Bibic’s DC notional account. Amount also includes additional pension value for the recognition of two years of age and service (total of 4 points impacting the SERP multiplier), as if M. Bibic had remained employed during such 24-month period, such amount being payable in accordance with the terms of the plans. Refer to section 11.5, entitled Pension arrangements for more information on the DC arrangement of the pension plan. In case of LTD, M. Bibic will cease participation in the Corporation’s pension plan and SERP as of the date of deemed resignation.

 

(4)

Upon a termination event other than termination for cause, voluntary resignation, death and retirement, healthcare benefits (medical, dental and vision coverage), including the use of the Health Reimbursement Account (HRA) will be maintained for 24 months. The following benefits will cease as of termination date: remaining benefits (including short- and long-term disability plans), perquisite allowance, executive health assessment, concierge medicine program, vacation, parking and security system. Outplacement services will also be provided as per the policy for senior executives. In the event of alternate employment, with substantially similar benefits within the 24-month period, healthcare benefits including the use of the HRA will cease immediately. Upon LTD, M. Bibic will receive LTD benefits and the Corporation’s medical, dental and vision plans in accordance with the Corporation’s LTD plan up to age 65 or until he is no longer considered as totally disabled under the LTD plan.

 

(5)

If M. Bibic conforms to the Corporation’s non-competition, non-solicitation and confidentiality restrictive covenants until the end of the respective performance periods, he will be eligible for continued vesting on his RSUs and his PSUs. As of December 31, 2023, M. Bibic had the following holdings under both plans, evaluated using the closing price of a board lot of common shares of BCE on the Toronto Stock Exchange on December 29, 2023 of $52.17. Accelerated vesting in case of death was also calculated using the same price.

 

                                                             
     
Plan    Number of units held        Value as of December 31,  2023   

RSUs

     103,938        5,422,449   

PSUs

     131,428        6,856,601   

 

(6)

In compliance with ITA requirements, the Corporation will pay unvested 2023 RSUs elected in DSUs by December 31 of the year after the year of departure, but the participant will remain subject to the Conditions for Continued Vesting for the remainder of the Performance Period. If departure occurs on or after January 1, 2024, DSU payout will occur at time of vesting (December 31, 2025). As of December 31, 2023, M. Bibic had the following holdings, evaluated using the closing price of a board lot of common shares of BCE on the Toronto Stock Exchange on December 29, 2023, of $52.17, in unvested DSUs:

 

                                                             
     
Plan    Number of units held        Value as of December 31,  2023   

RSUs

     27,491        1,434,206   

 

(7)

30 days after becoming totally disabled, M. Bibic is deemed to have resigned from his position and becomes eligible to receive termination payments identical to those applicable in case of termination without cause. M. Bibic will receive benefits and payments under the Corporation’s LTD plan until age 65 or until M. Bibic is no longer considered as totally disabled under the LTD plan (continuation of healthcare benefits and payment of two-thirds of base salary). Stock options, RSUs and PSUs will be treated in accordance with the terms of the plan applicable to LTD, which provides for continued participation.

 

(8)

Annual short-term incentive award for the year of termination to be prorated for the period worked and paid as if individual and corporate results were met at 100%. The actual amount of annual short-term incentive awarded for 2023 is disclosed in section 11.2, entitled Summary compensation table.

 

(9)

Excludes pension entitlement; please refer to section 11.5, entitled Pension arrangements for pension amounts.

 

(10)

Under M. Bibic’s agreement, resignation for good reason may only take place during the 18 months following a change-in-control (defined as acquisition of more than 50% of the common shares of BCE Inc. or Bell Canada by takeover bid, merger, amalgamation, sale of business or otherwise) if (i) M. Bibic is assigned duties inconsistent with a CEO position or (ii) there is a material reduction in M. Bibic’s compensation.

 

76   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Compensation of our named executive officers 11

 

The payments and benefits described in the table on the previous page are subject to M. Bibic’s compliance with the 12-month non-competition (in Canada), the 24-month non-solicitation and the non-disparagement provisions of his agreement and to the confidentiality provisions of his agreement, which are not limited in time. A breach of these contractual provisions will not only result in the cancellation of the above payments and benefits but also in a reimbursement by M. Bibic to the Corporation of the payments and benefits already received. Furthermore, all of his vested stock options will be forfeited and any option gain made within 12 months following his termination will also have to be reimbursed to the Corporation.

Upon termination, M. Bibic’s stock options, PSUs and RSUs will be treated in accordance with the terms of the plans under which they have been granted. If he becomes totally disabled, his stock options, PSUs and RSUs will be treated in accordance with the terms of the plans applicable to LTD rather than those applicable upon resignation.

Other named executive officers

The table below shows the incremental payments that would be made to our NEOs other than our President and CEO in the event of different termination events. Amounts were calculated as if termination had occurred on December 31, 2023.

 

                                                                                                                                                                                         

 

Name    Event     

Severance

($)

(1) 

 

   

RSUs

($)

(2)(3) 

 

   

PSUs

($)

(4)  

 

   

Stock

options

($)

 

 

 

  

Total 

($) 

 

C. Millen(5)

  

Termination without cause

(other than following a change-in-control)

     2,387,000                        2,387,000 
  

 

   Termination for cause                             – 
  

 

   Voluntary resignation                             – 
  

 

   Death            627,671       627,671            1,255,343 
  

 

   Retirement(8)                             – 
  

 

   Termination without cause in the 18 months following a change-in-control      2,387,000       627,671       627,671            3,642,343 

 

J. Watson(6)

  

Termination without cause

(other than following a change-in-control)

     2,475,000                        2,475,000 
  

 

   Termination for cause                             – 
  

 

   Voluntary resignation                             – 
  

 

   Death            2,210,887       2,210,887            4,421,775 
  

 

   Retirement(8)                             – 
  

 

   Termination without cause in the 18 months following a change-in-control      2,475,000       2,210,887       2,210,887            6,896,775 

 

S. Howe(7)

  

Termination without cause

(other than following a change-in-control)

     3,300,000       1,120,479                  4,420,479 
  

 

   Termination for cause                             – 
  

 

   Voluntary resignation                             – 
  

 

   Death            2,210,887       2,210,887            4,421,775 
  

 

   Retirement(8)            1,120,479                  1,120,479 
  

 

   Termination without cause in the 18 months following a change-in-control      3,300,000       2,210,887       2,210,887            7,721,775 

 

 

(1)

G. LeBlanc and W. Oosterman are not included since they retired in early January 2024 and no payments were made outside of the regular pension allocations. For C. Millen, J. Watson and S. Howe, this represents the severance indemnity payable in accordance with their respective employment agreements, as detailed in footnotes (5), (6) and (7) below. There are no special severance provisions in the event of a termination without cause following a change in control for C. Millen, J. Watson and S. Howe, and such termination would therefore trigger the provisions set forth for termination without cause, if any.

 

(2)

Conforming to the Corporation’s non-competition, non-solicitation and confidentiality restrictive covenants until the end of the vesting period will render the individual eligible for continued vesting of RSUs. As of December 31, 2023, our NEOs had the following holdings, evaluated using the closing price of a board lot of common shares of BCE on the Toronto Stock Exchange on December 29, 2023, of $52.17, under the RSU plan. Accelerated vesting resulting from death was also calculated using the same price:

 

                                                             
     
Name    Number of units held        Value as of December 31, 2023  

C. Millen

     12,031        $627,671   

J. Watson

     42,379        $2,210,887  

S. Howe

     20,901        $1,090,409  

 

(3)

In compliance with ITA requirements, the Corporation will pay unvested 2023 RSUs elected in DSUs by December 31 of the year after the year of departure, but the participant will remain subject to the Conditions for Continued Vesting for the remainder of the Performance Period. If departure occurs on or after January 1, 2024, DSU payout will occur at time of vesting (December 31, 2025). As of December 31, 2023, our NEOs had the following holdings evaluated using the closing price of a board lot of common shares of BCE on the Toronto Stock Exchange on December 29, 2023, of $52.17, in unvested DSUs:

 

                                                             
     
Name    Number of units held        Value as of December 31, 2023  

S. Howe

     21,477        $1,120,479   

 

  77


Table of Contents

Compensation of our named executive officers 11

 

(4)

Conforming to the Corporation’s non-competition, non-solicitation and confidentiality restrictive covenants until the end of the performance period will render the individual eligible for continued vesting of PSUs. As of December 31, 2023, our NEOs had the following holdings, evaluated using the closing price of a board lot of common shares of BCE on the Toronto Stock Exchange on December 29, 2023, of $52.17, under the PSU plan. Accelerated vesting resulting from death was also calculated using the same price:

 

                                                             
     
Name    Number of units held        Value as of December 31, 2023  

C. Millen

     12,031        $627,671  

J. Watson

     42,379        $2,210,887  

S. Howe

     42,379        $2,210,887   

 

(5)

Even though there is no formal agreement between C. Millen and the Corporation with respect to severance in the event of termination without cause, a severance indemnity equal to 21 months of C. Millen’s base salary and annual short-term incentive award at target has been estimated based on C. Millen’s seniority and years of service.

 

(6)

J. Watson’s employment agreement provides for the payment of a severance indemnity equal to 18 months of J. Watson’s base salary and annual short-term incentive award at target in effect at the time of termination if J. Watson’s employment is terminated by the Corporation other than for cause. This payment is subject to J. Watson’s compliance with the 12-month non-competition (in Canada) and release provisions of J. Watson’s employment agreement.

 

(7)

Even though there is no formal agreement between S. Howe and the Corporation with respect to severance in the event of termination without cause, a severance indemnity equal to 24 months of S. Howe’s base salary and annual short-term incentive award at target has been estimated based on S. Howe’s seniority and years of service.

 

(8)

Excludes pension entitlement; please refer to section 11.5, entitled Pension arrangements for pension amounts.

 

78   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Other important information 12

 

12

Other important information

 

 

 

12.1

Interest of informed persons in material transactions

To the best of our knowledge, there have been no current or nominated directors or executive officers or any associate or affiliate of a current or nominated director or executive officer with a material interest in any transaction since the commencement of our most recently completed financial year or in any proposed transaction that has materially affected us or would materially affect us or any of our subsidiaries.

 

 

 

12.2

Personal loans to directors and officers

The Corporation and its subsidiaries have not granted loans or extended credit to any current or nominated directors or executive officers or to individuals who have held these positions during the last fiscal year, or to any of their associates, and to this extent we are compliant with the prohibition under the Sarbanes-Oxley Act.

 

 

 

12.3

Canadian ownership and control regulations

Since 1993, the Telecommunications Act and associated regulations (Telecom Regulations) have governed Canadian ownership and control of Canadian telecommunications carriers. Bell Canada and other affiliates of BCE that are Canadian carriers are subject to this Act. In 2012, amendments to the Telecommunications Act largely eliminated the foreign ownership restrictions for any carrier that, with its affiliates, has annual revenues from the provision of telecommunications services in Canada that represent less than 10% of the total annual revenues from the provision of these services in Canada, as determined by the CRTC. However, given that Bell Canada and its affiliates exceed this 10% threshold, they remain subject to the pre-existing Canadian ownership and control restrictions, which are detailed below.

Under the Telecommunications Act, in order for a corporation that exceeds the 10% threshold mentioned above to operate as a Canadian common carrier, the following conditions have to be met:

 

Canadians own at least 80% of its voting shares;

 

at least 80% of the members of the carrier company’s board of directors are Canadian; and

the carrier company must not be controlled by non-Canadians.

In addition, where a parent company (Carrier holding company) owns at least 66 23% of the voting shares of the carrier company (subject to ownership rules), the Carrier holding company must have at least 66 23% of its voting shares owned by Canadians and must not be controlled by non-Canadians. BCE is a Carrier holding company. The Telecom Regulations give certain powers to the CRTC and to Canadian carriers and Carrier holding companies to monitor and control the level of non-Canadian ownership of voting shares to ensure compliance with the Telecommunications Act. Accordingly, BCE, which controls Bell Canada and other Canadian carriers, must satisfy the following conditions:

 

Canadians own at least 66 23% of its voting shares; and

it is not controlled by non-Canadians.

The powers under the Telecom Regulations include the right to:

 

suspend the voting rights attached to shares considered to be owned or controlled by non-Canadians;

 

refuse to register a transfer of voting shares to a non-Canadian; and

 

force a non-Canadian to sell the non-Canadian’s voting shares.

However, in our case, there is an additional control restriction under the Bell Canada Act. Prior approval by the CRTC is necessary for any sale or other disposal of Bell Canada’s voting shares unless BCE retains at least 80% of all Bell Canada voting shares.

Similarly, the Canadian ownership rules under the Broadcasting Act for broadcasting licensees, such as Bell Media and Bell Canada, generally mirror the rules for Canadian-owned and -controlled common carriers under the Telecommunications Act by restricting allowable foreign investments in voting shares at the licensee operating company level to a maximum of 20% and at the holding company level to a maximum of 33 13%. An additional requirement under these Canadian broadcasting ownership rules is that the CEO of a company that is a licensed broadcasting undertaking must be a Canadian citizen or permanent resident of Canada. The CRTC is precluded under a direction issued under the Broadcasting Act from issuing, amending or renewing a broadcasting licence of an applicant that does not satisfy these Canadian ownership and control criteria.

Cultural concerns over increased foreign control of broadcasting activities also require broadcasting licensees to establish programming committees when foreign investment in their holding company, while within permissible limits, exceeds 20%. In line with CRTC practice, programming committees have been established within the relevant subsidiary licensees, thereby allowing foreign investment in voting shares of BCE to reach the maximum of 33 13%.

We monitor the level of non-Canadian ownership of our common shares and provide periodic reports to the CRTC.

 

 

  79


Table of Contents

Other important information 12

 

 

 

12.4

How to request more information

Additional financial information is contained in BCE’s consolidated financial statements and MD&A for the year ended December 31, 2023. These documents are also available on our website at BCE.ca, on SEDAR+ at sedarplus.ca and on EDGAR at sec.gov. All of our news releases are available on our website. You can also request a copy of these documents, as well as the documents listed below, at no charge:

 

our most recent annual financial report, which includes our comparative financial statements and MD&A for the most recently completed financial year, together with the accompanying auditors’ report

 

any interim financial reports that were filed after the financial statements for our most recently completed financial year

 

our MD&A for the interim periods

 

the circular for our most recent annual shareholder meeting (including our Board charter)

 

our most recent AIF, together with any document, or the relevant pages of any document, incorporated by reference into it.

Please write to the Corporate Secretary’s Office or the Investor Relations Group at 1 Carrefour Alexander-Graham-Bell, Building A, 7th floor, Verdun, Québec, Canada, H3E 3B3 or call 1-800-339-6353.

If you have any questions about the information contained in this document or require assistance in completing your proxy form or voting instruction form, please contact BCE’s proxy solicitation agent, TMX Investor Solutions Inc., by email at INFO_TMXIS@TMX.com or by telephone at 1-866-406-2287 (North American toll free) or 201-806-7301 (outside of North America) for service in English and French.

 

 

 

 

12.5

Shareholder proposals for our 2025 annual meeting

We will consider proposals from shareholders to include as items in the management proxy circular for our 2025 annual shareholder meeting.

Your proposals must be received by us during the period beginning on December 3, 2024 and ending on January 31, 2025.

 

80   BCE INC. 2024 PROXY CIRCULAR


Table of Contents

Caution regarding forward-looking statements 13

 

13

Caution regarding forward-looking statements

 

 

 

This circular contains forward-looking statements including, without limitation, statements relating to our approach to compensation (including in relation to pension matters), BCE’s 2024 annualized common share dividend, our environmental, social and governance (ESG) objectives, (which include, without limitation, our objectives concerning diversity, equity, inclusion and belonging, including targets for representation on the Board and in management, our targeted reductions in the level of our GHG emissions, including, without limitation, our carbon neutrality (scope 1 and 2 only) target, community investment, corporate governance and ethical business conduct), the transition process with our existing auditors to new auditors, the expected composition of the Board and its committees after the meeting, BCE’s business outlook, objectives, plans and strategic priorities, and other statements that do not refer to historical facts. A statement we make is forward-looking when it uses what we know and expect today to make a statement about the future. Forward-looking statements are typically identified by the words assumption, goal, guidance, objective, outlook, project, strategy, target, commitment and other similar expressions or future or conditional verbs such as aim, anticipate, believe, could, expect, intend, may, plan, seek, should, strive and will. All such forward-looking statements are made pursuant to the safe harbour provisions of applicable Canadian securities laws and of the United States Private Securities Litigation Reform Act of 1995.

Unless otherwise indicated by us, forward-looking statements in this circular describe our expectations as at March 7, 2024 and, accordingly, are subject to change after that date. Except as may be required by applicable securities laws, we do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Forward-looking statements, by their very nature, are subject to inherent risks and uncertainties and are based on several assumptions, both general and specific, which give rise to the possibility that actual results or events could differ materially from our expectations expressed in, or implied by, such forward-looking statements and that our business outlook, objectives, plans and strategic priorities may not be achieved. These statements are not guarantees of future performance or events, and we caution against relying on any of these forward-looking statements. Forward-looking statements are presented in this circular for the purpose of assisting investors and others in understanding our objectives, strategic priorities and business outlook as well as our anticipated operating environment. Readers are cautioned, however, that such information may not be appropriate for other purposes.

We have made certain economic, market, operational and other assumptions in preparing the forward-looking statements contained in this circular, which include, without limitation, the assumptions described in the various sub-sections of BCE’s MD&A dated March 7, 2024 entitled Assumptions, which sub-sections are incorporated by reference in this cautionary statement. Subject to various factors, we believe that our assumptions were reasonable at March 7, 2024. If our assumptions turn out to be inaccurate, actual results or events could be materially different from what we expect.

Important risk factors that could cause actual results or events to differ materially from those expressed in, or implied by, the previously-mentioned forward-looking statements and other forward-looking statements contained in this circular include, but are not limited to, the risks described in section 9, Business risks of BCE’s MD&A dated March 7, 2024, which section is incorporated by reference in this cautionary statement.

Forward-looking statements contained in this circular for periods beyond 2024 involve longer-term assumptions and estimates than forward-looking statements for 2024 and are consequently subject to greater uncertainty. Forward-looking statements for periods beyond 2024 further assume, unless otherwise indicated, that the risks described in section 9, Business risks of BCE’s MD&A dated March 7, 2024 will remain substantially unchanged during such periods.

We caution readers that the risk factors described in the previously-mentioned section and in other sections of BCE’s MD&A dated March 7, 2024 are not the only ones that could affect us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also have a material adverse effect on our business, financial condition, liquidity, financial results or reputation. We regularly consider potential acquisitions, dispositions, mergers, business combinations, investments, monetizations, joint ventures and other transactions, some of which may be significant. Except as otherwise indicated by us, forward-looking statements do not reflect the potential impact of any such transactions or of special items that may be announced or that may occur after March 7, 2024. The financial impact of these transactions and special items can be complex and depends on facts particular to each of them. We therefore cannot describe the expected impact in a meaningful way, or in the same way we present known risks affecting our business.

 

 

  81


Table of Contents

LOGO

BCE.CA