U.S. Securities and Exchange Commission
Washington, D.C. 20549
Form 40-F
[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2014 |
Commission File Number 001-15014 |
Sun Life Financial Inc.
(Exact name of Registrant as specified in its charter)
Canada
(Province or other jurisdiction of incorporation or organization)
52411
(Primary Standard Industrial Classification Code Number (if applicable))
Not Applicable
(I.R.S. Employer Identification Number (if applicable))
150 King Street West, 6th Floor, Toronto, Ontario, Canada M5H 1J9 (416) 979-4800
(Address and telephone number of Registrants principal executive offices)
Sun Life Assurance Company of Canada U.S. Operations Holdings, Inc.
One Sun Life Executive Park
Wellesley Hills, Massachusetts 02481
(781) 237-6030
(Name, address (including zip code) and telephone number (including area code)
of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Shares | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
Not Applicable
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
Not Applicable
(Title of Class)
For annual reports, indicate by check mark the information filed with this Form:
[ X ] Annual information form [ X ] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.
Common Shares | 609,376,407 | |||||||
Class A Preferred Shares Series 1 | 16,000,000 | |||||||
Class A Preferred Shares Series 2 | 13,000,000 | |||||||
Class A Preferred Shares Series 3 | 10,000,000 | |||||||
Class A Preferred Shares Series 4 | 12,000,000 | |||||||
Class A Preferred Shares Series 5 | 10,000,000 | |||||||
Class A Preferred Shares Series 8R | 11,200,000 | |||||||
Class A Preferred Shares Series 10R | 8,000,000 | |||||||
Class A Preferred Shares Series 12R | 12,000,000 |
Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the Exchange Act). If Yes is marked, indicate the filing number assigned to the Registrant in connection with such Rule.
Yes ¨ No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No ¨
INCORPORATION BY REFERENCE
The following information is incorporated by reference in this annual report on Form 40-F:
Disclosure Controls and Procedures
The information under the heading Accounting and Control Matters - Disclosure Controls and Procedures in the Companys Managements Discussion and Analysis for the year ended December 31, 2014 (the 2014 Annual MD&A) is incorporated by reference herein.
A copy of the Companys 2014 Annual MD&A is attached hereto as Exhibit 1.
Managements Annual Report on Internal Control Over Financial Reporting
The information under the heading Accounting and Control Matters - Disclosure Controls and Procedures in the Companys 2014 Annual MD&A and the information in the management report titled Financial Reporting Responsibilities, with respect to the Companys annual consolidated financial statements for the year ended December 31, 2014 (the 2014 Annual Financial Statements) is incorporated by reference herein.
Copies of the management report titled Financial Reporting Responsibilities and the Companys 2014 Annual Financial Statements are attached hereto as Exhibit 2.
Attestation Report of the Registered Public Accounting Firm
The Report of Independent Registered Public Accounting Firm with respect to the Companys 2014 Annual Financial Statements, which accompanies the Companys 2014 Annual Financial Statements is incorporated by reference herein.
Changes in Internal Control Over Financial Reporting
The information under the heading Accounting and Control Matters - Disclosure Controls and Procedures in the Companys 2014 Annual MD&A is incorporated by reference herein.
Identification of Audit Committee
The information under the heading Directors and Executive Officers - Audit & Conduct Review Committee in the Companys annual information form dated February 11, 2015 (the 2014 AIF) is incorporated by reference herein.
A copy of the Companys 2014 AIF is attached hereto as Exhibit 3.
Audit Committee Financial Expert
The information under the heading Directors and Executive Officers - Audit & Conduct Review Committee in the Companys 2014 AIF is incorporated by reference herein.
Code of Ethics
The information under the heading Directors and Executive Officers - Code of Business Conduct in the Companys 2014 AIF is incorporated by reference herein.
A copy of the Sun Life Financial Code of Business Conduct is attached hereto as Exhibit 4.
No changes have been made to Sun Life Financial Code of business Conduct since January 1, 2014.
Principal Accountant Fees and Services
The information under the headings Directors and Executive Officers - Principal Accountant Fees and Services in the Companys 2014 AIF is incorporated by reference herein.
None of the services provided by the Companys external auditor described under Directors and Executive Officers - Principal Accountant Fees and Services in the Companys 2014 AIF were approved pursuant to the waiver of pre-approval provisions in paragraph (c)(7)(i)(C) of SEC Rule 2-01 of Regulation S-X.
Off-Balance Sheet Arrangements
The information under the heading Capital and Liquidity Management - Off-Balance Sheet Arrangements in the Companys 2014 Annual MD&A is incorporated by reference herein.
Tabular Disclosure of Contractual Obligations
The table entitled Financial Liabilities and Contractual Commitments included under the heading Risk Management - Risk Categories - Liquidity risk in the Companys 2014 Annual MD&A is incorporated by reference herein.
Comparison with New York Stock Exchange Governance Rules
The Companys governance processes and practices are consistent with the New York Stock Exchange corporate governance
rules for U.S.
publicly-listed companies.
UNDERTAKING
Registrant 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.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.
Sun Life Financial Inc. | ||
By: | /S/ Melissa J. Kennedy | |
Melissa J. Kennedy Executive Vice-President & General Counsel | ||
Dated: February 12, 2015 |
EXHIBITS:
1. | Annual Managements Discussion and Analysis for the year ended December 31, 2014 |
2. | Consolidated Financial Statement for the year ended December 31, 2014 |
3. | Annual Information Form dated February 11 , 2015 |
4. | Sun Life Financial Code of Business Conduct |
5. | Consent of Independent Registered Public Accounting Firm |
6. | Consent of Appointed Actuary |
7. | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of United States Code, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
8. | Certifications required by Rule 13a-14(a) or Rule 15d-14(a), pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |