Bce Inc 6-K, filed Mar 23, 2022

Bce Inc (BCE)

6-K 2022-03-23 For: 2022-03-23

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Added on April 05, 2026

About this 6-K

Bce Inc filed this 6-K on March 23, 2022.

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99.1		Notice of 2022 Annual General Shareholder Meeting and Management Proxy Circular
99.2		Notice of 2022 Annual General Shareholder Meeting and Notice of Availability of Proxy Materials
99.3		Proxy Form (Registered Shareholders)



1	Notice of 2022 annual general shareholder meeting and meeting materials	4

2	About voting your shares	5

3	What the meeting will cover	8

4	About the nominated directors	9

5	Director compensation	17

6	Corporate governance practices	20

7	Committee reports	38

Executive compensation		45

8	The Board of Directors’ letter to shareholders	46

9	Compensation discussion & analysis	50

10	President and CEO compensation	62

11	Compensation of our named executive officers	65

12	Other important information	83

13	Schedule A – Shareholder proposals	85


Dear fellow shareholders, As Canada’s leading builder of communications networks and in keeping with our Bell for Better commitment to adhere to the highest ESG standards, BCE is committing to virtual shareholder meetings going forward. In addition, virtual meetings will improve shareholder access by enabling more people to attend and participate in shareholder meetings. Accordingly, BCE’s 2022 Annual General Shareholder Meeting will be available via live video webcast only at https://web.lumiagm.com/418005512 at 9:30 a.m. (Eastern time) on Thursday, May 5, 2022. Please refer to section 2.1, entitled How to 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 on the Internet, 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 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, reports from the standing committees of the Board, and shareholder proposals. 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. Throughout the COVID-19 pandemic, the Bell team has stepped up to better serve customers, support communities and generate new opportunities for team members, businesses, partners and shareholders. Sincerely,


Gordon M. Nixon		Mirko Bibic
Chair of the Board		President and CEO
March 3, 2022



	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

Advisory Resolution on Executive Compensation	FOR	8 and 45

Shareholder Proposals described in Schedule A	AGAINST	9 and 85




13		Size of Board

12		Independent Directors

99%		2021 Board and Committee Director Attendance Record for Director Nominees

✓		Board Committee Members Are All Independent

✓		Board Diversity Policy and Target for Gender Representation

✓		Annual Election of All Directors

✓		Directors Elected Individually

✓		Majority Voting Policy for Directors

✓		Separate Chair and CEO

✓		Board Interlocks Guidelines

✓		Directors’ Tenure Guidelines

✓		Board Renewal: 8 Non-Executive Director Nominees ≤6 Years Tenure

✓		Share Ownership Guidelines 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


For the month of: March 2022		Commission File Number: 1-8481


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 refer to the common shareholders of BCE. We, us, our, Corporation and BCE refer to BCE Inc., unless otherwise indicated. The information in this document is at March 3, 2022, unless otherwise indicated.



When	Thursday, May 5, 2022, 9:30 a.m. (Eastern time)

Virtual meeting	Virtual-only meeting via live video webcast online at https://web.lumiagm.com/418005512

What the meeting	1.	receiving the financial statements for the year ended December 31, 2021, 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

	5.	considering the three shareholder proposals described in Schedule A of the circular that are properly introduced at the meeting

	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 14, 2022.

	You have the right to vote your shares on items 2 to 5 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 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 sedar.com 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 14, 2022 (this factors the three business day period for processing requests as well as typical mailing times). After the meeting, requests may be made 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,

	Martin Cossette Vice President, Legal and Corporate Secretary Montréal, Québec March 3, 2022


OPTION 1 By proxy (proxy form) You may give your voting instructions in the following manner:
		INTERNET Go to www.tsxtrust.com/vote-proxy and follow the instructions

		TELEPHONE Call 1-888-489-7352 (toll free in Canada and the United States) or 1-800-1960-1968 (other countries) from a touch-tone phone If you vote by telephone, you cannot appoint anyone other than the directors named on your proxy form as your proxyholder

		EMAIL OR FAX Complete your proxy form and return it by fax to 1-866-781-3111 (Canada and the United States) or 416-368-2502 (other countries), or scan and email to proxyvote@tmx.com

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


OPTION 1 By proxy (voting instruction form) You may give your voting instructions in the following manner:
		INTERNET Go to www.ProxyVote.com and follow the instructions

		TELEPHONE Call 1-800-474-7493 (English) or 1-800-474-7501 (French) If you vote by telephone, you cannot appoint anyone other than the directors named on your voting instruction form as your proxyholder

		FAX Complete your voting instruction form and return it by fax to 905-507-7793 or 514-281-8911

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



	2021 (IN $ MILLIONS)		2020 (IN $ MILLIONS)

Audit fees ⁽¹⁾		8.6		9.1

Audit-related fees ⁽²⁾		2.9		3.3

Tax fees ⁽³⁾		0.4		0.4

All other fees ⁽⁴⁾		0.1		0.4

Total ⁽⁵⁾		12.0		13.2



	DECEMBER 31, 2021		DECEMBER 31, 2020

BCE Common Shares		200,829		193,862

BCE Deferred Share Units		431,522		384,815

Total Shares/DSUs		632,351		578,677

Value ($)		41,615,054		31,515,998



	REGULAR		SPECIAL		TOTAL

Board		6/6		3/3	9/9

Total Board & Committee Attendance					100%



PRESENT BOARDS

Royal Bank of Canada		2012–present

Element Fleet Management Corp. (Chair)		2019–present

PAST BOARDS (LAST FIVE YEARS)

Hydro One Limited		2015–2018

Allison Transmission Holdings, Inc.		2013–2017



PRESENT BOARDS

Wajax Corporation (Chair)		1988–present

High Liner Foods Inc.		1992–present

PAST BOARDS (LAST FIVE YEARS)

N/A



PRESENT BOARDS

Colliers International Group Inc.		2015–present

PAST BOARDS (LAST FIVE YEARS)

N/A



PRESENT BOARDS

Alimentation Couche-Tard Inc.		2015–present

Michelin Group		2015–present

S&P Global Inc.		2016–present

PAST BOARDS (LAST FIVE YEARS)

Crédit Industriel et Commercial		2013–2017



PRESENT BOARDS

CI Financial Corp. ⁽¹⁾		2018–Present

Teck Resources Limited (Chair)		2018–Present

Granite REIT (Trustee)		2019–Present

PAST BOARDS (LAST FIVE YEARS)

N/A



PRESENT BOARDS

George Weston Limited		2014–present

BlackRock, Inc.		2015–present

PAST BOARDS (LAST FIVE YEARS)

N/A



PRESENT BOARDS

The Bank of Nova Scotia		2020–present

PAST BOARDS (LAST FIVE YEARS)

Air Canada		2009–2021



PRESENT BOARDS

Emera Inc.		2021–Present

PAST BOARDS (LAST FIVE YEARS)

WestJet Airlines Ltd.		2016–2019



PRESENT BOARDS

Allied Properties REIT		2020–Present

PAST BOARDS (LAST FIVE YEARS)

N/A



COMPENSATION ($) ⁽¹⁾		LEVEL

225,000		Directors

235,000		Chair of the Governance Committee and Chair of the Risk and Pension Fund Committee

260,000		Chair of the Audit Committee and Chair of the Compensation Committee

460,000		Chair of the Board



							ALLOCATION OF TOTAL COMPENSATION

NAME	FEES EARNED ($)		ALL OTHER COMPENSATION ($)		TOTAL COMPENSATION		CASH ($)		IN DSUs ($)

B.K. Allen ⁽¹⁾		74,176		–		74,176		–		74,176

R.E. Brown ⁽¹⁾		74,176		–		74,176		–		74,176

D.F. Denison		260,000		–		260,000		–		260,000

R.P. Dexter		225,000		–		225,000		–		225,000

I. Greenberg		225,000		–		225,000		–		225,000

K. Lee		225,000		–		225,000		112,500		112,500

M.F. Leroux		235,000		–		235,000		–		235,000

S.A. Murray		225,000		–		225,000		–		225,000

G.M. Nixon		460,000		–		460,000		–		460,000

L.P. Pagnutti		260,000		–		260,000		–		260,000

T.E. Richards ⁽¹⁾		74,176		–		74,176		37,088		37,088

C. Rovinescu		235,000		–		235,000		–		235,000

K. Sheriff		225,000		–		225,000		–		225,000

R.C. Simmonds		225,000		–		225,000		–		225,000

J. Tory ⁽²⁾		151,442		–		151,442		–		151,442

P.R. Weiss ⁽¹⁾		74,176		–		74,176		37,088		37,088

C. Wright ⁽²⁾		151,442		–		151,442		–		151,442



COMMITTEE	MEMBERS	INDEPENDENT

Audit	L.P. Pagnutti (Chair)	✓

	K. Lee	✓

	M.F. Leroux	✓

	J. Tory	✓

	C. Wright	✓

Compensation	D.F. Denison (Chair)	✓

	R.P. Dexter	✓

	S.A. Murray	✓

	C. Rovinescu	✓

	J. Tory	✓

Governance	M.F. Leroux (Chair)	✓

	D.F. Denison	✓

	K. Lee	✓

	K. Sheriff	✓

	R.C. Simmonds	✓

	C. Wright	✓

Risk and Pension Fund	C. Rovinescu (Chair)	✓

	R.P. Dexter	✓

	S.A. Murray	✓

	L.P. Pagnutti	✓

	K. Sheriff	✓

	R.C. Simmonds	✓


Each director completed questionnaires	Each director then had a separate	Following this process, in camera sessions
aimed at evaluating the director’s own	discussion with the Chair of the Board to	of the Governance Committee and the
performance as a member of the Board,	review the results of the questionnaires	Board were held, at which the feedback from
the performance of the Board as a whole	and to discuss and assess the	the questionnaires and the one-on-one
and its Chair, as well as the performance of	performance of the Board and its Chair,	meetings and the appropriateness of any
each Board committee on which the director	the committees and their respective	modifications or enhancements were
serves and its respective Chair.	Chairs and their director colleagues.	reviewed and discussed.



	STATUS OF DIRECTOR NOMINEES		REASON FOR NON-INDEPENDENT STATUS
NAME	INDEPENDENT	NOT INDEPENDENT	REASON FOR NON-INDEPENDENT STATUS

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	✓

C. Wright	✓



QUARTER	TOPIC		ATTENDANCE

Q1 2021	•	Corporate development update	Board

	•	Bell’s mental health initiative	Board

	•	Customer experience	Board

	•	Report on legal proceedings	Audit Committee

	•	Developments in executive compensation disclosure	Compensation Committee

	•	Developments in corporate governance	Governance Committee

	•	COVID-19 pandemic	Risk and Pension Fund Committee

	•	Pension review	Risk and Pension Fund Committee

	•	Regulatory and public policy review	Risk and Pension Fund Committee

	•	Update on environmental and security matters	Risk and Pension Fund Committee

Q3 2021	•	5G	Board

	•	Spectrum auction	Board

	•	Strategy update	Board

	•	Internal controls assessment	Audit Committee

	•	Tax annual report and federal budget update	Audit Committee

	•	Diversity, equity and inclusion	Compensation Committee

	•	Developments in corporate governance and securities regulations	Governance Committee

	•	ESG strategy	Governance Committee

	•	COVID-19 pandemic	Risk and Pension Fund Committee

	•	Data governance and privacy	Risk and Pension Fund Committee

	•	Pension review	Risk and Pension Fund Committee

	•	Update on environmental and security matters	Risk and Pension Fund Committee




8	The Board of Directors’ letter to shareholders		46


9	Compensation discussion & analysis		50



	9.1	Overall objective of the executive compensation program	50



	9.2	Setting executive compensation	50



		Benchmarking and comparator group	51



	9.3	Compensation risk management	52



	9.4	Compensation policy and components	54



	9.5	2021 Named executive officers’ target pay at risk	54



	9.6	2021 Compensation elements	55



		Base salary	55



		Annual short-term incentive	55



		Equity-based compensation	58



		Share ownership requirements	60



		Clawback policy	61



		Pension, benefits and perquisites	61



10	President and CEO compensation		62


11	Compensation of our named executive officers		65



	11.1	Shareholder return performance graph	69



	11.2	Summary compensation table	70



	11.3	Incentive plan awards	72



	11.4	Employees’ savings plans (ESPs)	75



	11.5	Pension arrangements	76



	11.6	Termination and change-in-control benefits	79




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

March 3, 2022



DESCRIPTION	RATIONALE FOR USE	LIST OF COMPANIES

Represents a select sample of the largest Canadian companies based on revenues and market capitalization and offers a similar representation of industries	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, revenues and market capitalization, and that compete with us for key talent. The balanced representation of industries ensures that our comparator group is representative of the marketplace in which we compete for talent	●	Alimentation Couche-Tard Inc.
		●	Barrick Gold Corporation
		●	Bombardier Inc.
		●	Canadian National Railway Company
		●	Canadian Tire Corp. Ltd.
		●	CGI Group Inc.
		●	Enbridge Inc.
		●	Loblaw Companies Ltd.
		●	Magna International Inc.
		●	Manulife Financial Corporation
		●	Nutrien Ltd.
		●	Quebecor Inc.
		●	Rogers Communications Inc.
		●	Royal Bank of Canada
		●	Suncor Energy Inc.
		●	Teck Resources Ltd.
		●	TELUS Corporation
		●	The Toronto-Dominion Bank
		●	TC Energy Corporation



BCE – DECEMBER 31, 2021 RESULTS

TOTAL REVENUE ($M)	MARKET CAPITALIZATION ($M) ⁽¹⁾	NET EARNINGS ($M)	DIVIDEND YIELD ⁽²⁾	EMPLOYEES

23,449	59,821	2,892	5.3%	49,781



	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 fulfill 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



		RELATIVE WEIGHT

1. Champion customer experience		20%

2. Drive growth with innovative services		20%

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		15%

		100%



POINTS	0		1		2		3		4		5		6

Results		Failed		Significantly Below		Below		Slightly Below		Met		Exceeded		Stretched



COMPONENT	WEIGHTING	CALCULATED PAYOUT	2021 TARGET	2021 RESULTS	COMMENTS

Adjusted EBITDA	30%	Payout: 37% Min: 0% Max: 45%	$9,849 million	$9,893 million	BCE adjusted EBITDA increased by 3.0% in 2021, compared to 2020, attributable to growth across all three of our segments, driven by higher revenues, offset in part by greater operating expenses. This contributed to net earnings growth of 7.2%.

Revenue	15%	Payout: 8% Min: 0% Max: 22.5%	$23,867 million	$23,449 million	BCE revenues increased by 2.5% in 2021 compared to last year, reflecting our strong operational execution as we continued to recover from the impact of the COVID-19 pandemic. The growth was driven by our Bell Wireless and Bell Media segments, offset in part by a decline in Bell Wireline. Service and product revenue were both up year over year, 2.6% and 1.6%, respectively.

Free Cash Flow	15%	Payout: 22.5% Min: 0% Max: 22.5%	$2,782 million	$2,995 million	Free cash flow decreased by $353 million in 2021, compared to 2020, mainly due to higher capital expenditures, partly offset by higher cash flows from operating activities, excluding cash from discontinued operations and acquisition and other costs paid.

Strategic Imperatives Progress	40%	Payout: 38% Min: 0% Max: 60%	Various	N/A	The Board approves a scorecard of approximately 30 operating metrics to monitor the progress against the Strategic Imperatives. Considerable progress was made on many imperatives and expectations were exceeded in many cases. Strong results were achieved in the areas of Champion Customer Experience, Build the Best Networks, Operate with Agility and Cost Competitiveness, and Engage and Invest in Our People. See additional table below which sets out metrics included and results highlights for Strategic Imperatives for 2021.

Total	100%	105%