40-F

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM

40-F

Check One

☐	Registration Statement Pursuant to Section 12 of the Securities Exchange Act of 1934

☒	Annual Report Pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended August 31, 2022

Commission File Number:

001-14684

Shaw Communications Inc.

(Exact name of Registrant as specified in its charter)

N/A

(Translation of Registrant’s name into English (if applicable))

Alberta, Canada

(Province or other jurisdiction of incorporation or organization)

4841

(Primary Standard Industrial Classification Code Number (if applicable))

N/A

(I.R.S. Employer Identification Number (if applicable))

Suite 900, 630 – 3

Avenue S.W., Calgary, Alberta, Canada T2P 4L4

(403)

750-4500

(Address and telephone number of Registrant’s principal executive offices)

CT Corporation System, 111 Eighth Avenue, 13

Floor, New York, NY 10011 (212)

894-8940

(Name, address (including zip code) and telephone number (including area code of agent

for service in the United States)

Securities registered or to be registered pursuant

Section 12(b) of the Act.


Title of each class	Trading Symbol	Name of each exchange on which registered
Class B Non-Voting Participating Shares	SJR	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

None

(Title

Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

6.75% Senior Notes due 2039

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

☒

Annual

information form

☒

Audited annual financial statements

The following are the number of outstanding shares of each of the issuer’s classes of capital or common stock as of August 31, 2022:

Class A Participating Shares – 22,372,064 issued and outstanding

Class B Non-Voting Participating Shares – 477,175,098 issued and outstanding

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the

Exchange Act

during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒

☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation

S-T

(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule

12b-2

of the Exchange Act.

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

†	The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate

by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

☒


Auditor Name: Ernst & Young LLP		Auditor Location: Calgary, Alberta		Auditor Firm ID: 1263

DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING

A. Evaluation of disclosure controls and procedures and internal control over financial reporting. Shaw Communications Inc. (the “Company”) has designed disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the chief executive officer and chief financial officer by others within the Company, including its consolidated subsidiaries, on a regular basis, including during the period in which the Company’s Annual Report on Form 40-F relating to financial results for the fiscal year ended August 31, 2022 is being prepared. The Executive Chair & Chief Executive Officer (the “Chief Executive Officer”) and Executive Vice President, Chief Financial and Corporate Development Officer (the “Chief Financial Officer”) have evaluated the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, the Chief Executive Officer and Chief Financial Officer have concluded, as of that evaluation date, that the Company’s disclosure controls and procedures and internal control over financial reporting were not effective as a result of material weaknesses identified in the Company’s internal control over financial reporting, which are further described below.

B. Management’s report on internal control over financial reporting. Management determined it did not design and maintain effective controls with respect to the validation of information produced by the entity (“IPE”) used in the performance of various controls. In addition, management identified a deficiency in the operating effectiveness of controls over the capitalization of internal labour. While there were no significant accounting errors identified as a result of the Company’s control deficiencies with respect to IPE or capitalized internal labour in any period, management concluded these deficiencies resulted in material weaknesses.

Management is actively implementing remediation efforts to address the material weaknesses identified above. Management is implementing processes to validate and document the accuracy and completeness of IPE used in the execution of internal controls involving key spreadsheets and reports created from data extracted from the Company’s information systems. The Company will redesign controls as needed, including controls over the validation and documentation of IPE used in the performance of various controls. Management will also work with control owners to ensure the quality of evidence retained to support the capitalization of internal labour and controls over completeness and accuracy IPEs is sufficient and retained.

See page 73 of Exhibit 99.2 for the complete Management’s Report on Internal Control over Financial Reporting.

C. Changes in internal control over financial reporting. During the fiscal year ended August 31, 2022, other than the items described above, there were no significant changes in the Company’s internal control over financial reporting, or in other factors that could significantly affect such internal controls, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

D. Auditor Attestation. See page 74 of Exhibit 99.2 for the Company Auditor’s Report on Internal Control over Financial Reporting.

IDENTIFICATION OF THE AUDIT COMMITTEE

The Company has a standing audit committee of the board of directors (the “Audit Committee”) established in accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee consists of Carl E. Vogel (Chair), Richard R. Green, Jeffrey C. Royer, and Michael W. O’Brien.

AUDIT COMMITTEE FINANCIAL EXPERT

The board of directors of the Company has determined that it has three audit committee financial experts serving on its Audit Committee. Each of Carl E. Vogel, Michael W. O’Brien, and Jeffrey C. Royer has been determined to be such an audit committee financial expert, within the meaning of Item 407 of Regulation S-K. Each of Mr. Vogel, Mr. O’Brien, and Mr. Royer is independent, as that term is defined by the New York Stock Exchange’s listing standards applicable to the Company. The Securities and Exchange Commission has indicated that the designation of each of Mr. Vogel, Mr. O’Brien, and Mr. Royer as an audit committee financial expert does not make each of Mr. Vogel, Mr. O’Brien, and Mr. Royer an “expert” for any purpose, impose any duties, obligations or liability on any of Mr. Vogel, Mr. O’Brien, and Mr. Royer that are greater than those imposed on members of the Audit Committee and board of directors of the Company who do not carry this designation, or affect the duties, obligations or liabilities of any other member of the Audit Committee.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate amounts paid or accrued by the Company with respect to fees payable to Ernst & Young LLP, the auditors of the Company, for audit (including separate audits of wholly-owned and non-wholly owned entities, and Sarbanes-Oxley Act-related services), audit-related (including financings and regulatory reporting requirements), tax and other services in the fiscal years ended August 31, 2022 and 2021 were as follows:


Type of Service	Fiscal 2022		Fiscal 2021
Audit Fees	$	3,752,565	$	3,517,140
Audit-Related Fees	$	710,550	$	44,895
Tax Fees	$	419,795	$	994,724
All Other Fees	$	417,565		—

Total	$	5,300,475	$	4,556,759

Audit-related fees for fiscal 2022 relate to assurance services in respect of carve-out financial statements in support of the Freedom Transaction, an environmental report, and a regulatory report and for fiscal 2021 relate to assurance services in respect of an environmental and regulatory report.

The tax fees for fiscal 2022 and 2021 relate to tax advisory services on the Rogers-Shaw Transaction and general tax advisory services. All other fees for fiscal 2022 relate to due diligence support related to the Freedom Transaction.

The Audit Committee considered and agreed that the above fees are compatible with maintaining the independence of the Company’s auditors. Further, the Audit Committee determined that, in order to ensure the continued independence of the auditors, only limited non-audit services will be provided to the Company by Ernst & Young LLP and in such case, only with the prior approval of the Audit Committee. The Chair of the Audit Committee has been delegated authority to approve the retainer of Ernst & Young LLP to provide non-audit services in extraordinary circumstances where it is not feasible or practical to convene a meeting of the Audit Committee, subject to an aggregate limit of $150,000 in fees payable to Ernst & Young LLP for such services at any time until it is ratified by the Audit Committee. The Chair of the Audit Committee is required to report any such services approved by him to the Audit Committee at its next regularly scheduled quarterly meeting.

For the fiscal year ended August 31, 2022, none of the services described above were approved by the Audit Committee pursuant to the “de minimus exception” set forth in Rule 2-01, paragraph (c)(7)(i)(C) of Regulation S-X.

CODE OF ETHICS

The Company has adopted a code of ethics (the “Business Conduct Standards”) that applies to all employees and officers, including its Chief Executive Officer, Chief Financial Officer, principal accounting officer and persons performing similar functions. A copy of the Business Conduct Standards, as amended, is available on the Company’s website. To access the Business Conduct Standards, visit the Company’s website at www.shaw.ca and select “Investor Relations”, then select “Corporate Governance” and then select “Business Conduct Standards”. Except for the Business Conduct Standards, no information contained on the Company’s website shall be incorporated by reference in this Form 40-F.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements as defined in General Instruction B(11) to Form 40-F.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

See page 69 of Exhibit 99.1.

COMPLIANCE WITH NYSE GOVERNANCE LISTING STANDARDS

A summary of significant ways corporate governance practices followed by the Company differ from the corporate governance practices required to be followed by U.S. companies under the New York Stock Exchange’s listing standards (disclosure required by Section 303A.11 of the NYSE Listed Company Manual) is available on the Company’s website. To access the summary, visit the Company’s website at www.shaw.ca and select “Investor Relations”, then select “Corporate Governance” and then select “Compliance with NYSE Corporate Governance Listing Standards”.

UNDERTAKING AND CONSENT TO SERVICE OF PROCESS

The Company undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities registered pursuant to Form 40-F; the securities in relation to which the obligation to file an annual report on Form 40-F arises; or transactions in said securities.


SHAW COMMUNICATIONS INC.

By:		/s/ Trevor English
		Trevor English
		Executive Vice President,
		Chief Financial & Corporate Development Officer


Exhibit Number		Document

99.1		Management’s Discussion and Analysis of the financial condition and operations for the year ended August 31, 2022.

99.2		Audited consolidated statements of financial position as at August 31, 2022 and 2021 and statements of income, statements of comprehensive income, statements of changes in shareholders’ equity and statements of cash flows for the years ended August 31, 2022 and 2021, together with the notes thereto and the auditors’ report thereon.

99.3		Annual Information Form for the fiscal year ended August 31, 2022.

99.4		Consent of Ernst & Young LLP.

99.5		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 dated November 29, 2022.

99.6		Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 dated November 29, 2022.

101		Interactive Data File

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit)