UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________
FORM 40-F
____________________________________________
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Registration statement pursuant to section 12 of the Securities
Exchange Act of 1934 |
or
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Annual report pursuant to section 13(a) or 15(d) of the Securities
Exchange Act of 1934 |
For the fiscal year ended December 31, 2020 Commission File Number
001-13184
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TECK RESOURCES LIMITED
(Exact name of Registrant as specified in its charter)
____________________________________________
(Translation of Registrant’s name into English (if
applicable))
Canada
(Province or other jurisdiction of incorporation or
organization)
1400
(Primary Standard Industrial Classification Code Number (if
applicable))
NOT APPLICABLE
(I.R.S. Employer Identification Number (if
applicable))
Suite 3300 – 550 Burrard Street, Vancouver, British Columbia, V6C
0B3 Canada
(604) 699-4000
(Address and telephone number of Registrant’s principal executive
offices)
CT Corporation System, 28 Liberty St., New York, New York,
10005 (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 to
Section 12(b) of the Act.
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Class B subordinate voting shares |
TECK |
New York Stock Exchange |
Securities registered or to be registered pursuant to
Section 12(g) of the Act.
None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.
4.75% Notes due 2022
3.750% Notes due 2023
3.900% Notes due 2030
6.125% Notes due 2035
6.000% Notes due 2040
6.25% Notes due 2041
5.200% Notes due 2042
5.400% Notes due 2043
(Title of Class)
____________________________________________
____________________________________________
For annual reports, indicate by check mark the information filed
with this Form:
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☒ Annual information form
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☒ Audited annual financial statements
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Indicate the number of outstanding shares of each of the issuer’s
classes of capital or common stock as of the close of the period
covered by the annual report.
7,765,503 Class A Common Shares and 523,381,420 Class B
Subordinate Voting
Shares outstanding as of December 31, 2020.
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted
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 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. ☐
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. ☒
Principal Documents
The following documents have been filed as part of this Annual
Report on Form 40-F:
1.Annual
Information Form of Teck Resources Limited for the year ended
December 31, 2020.
2.Audited
Consolidated Financial Statements of Teck Resources Limited for the
year ended December 31, 2020, including the auditor’s report
with respect thereto.
3.Management’s
Discussion and Analysis for the year ended December 31,
2020.
Certifications and Disclosure Regarding Controls and
Procedures
(a)Certifications. See
Exhibits 31.1, 31.2, 32.1 and 32.2 to this Annual Report on Form
40-F.
(b)Disclosure
Controls and Procedures. As
of the end of the Registrant’s fiscal year ended December 31,
2020, an evaluation of the effectiveness of the Registrant’s
“disclosure controls and procedures” (as such term is defined in
Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) was carried out by the
Registrant’s management with the participation of the Registrant’s
principal executive officer and principal financial officer. Based
upon that evaluation, the Registrant’s principal executive officer
and principal financial officer have concluded that as of the end
of that fiscal year, the Registrant’s disclosure controls and
procedures are effective to ensure that information required to be
disclosed by the Registrant in reports that it files or submits
under the Exchange Act is (i) recorded, processed, summarized and
reported within the time periods specified in Securities and
Exchange Commission rules and forms and (ii) accumulated and
communicated to the Registrant’s management, including its
principal executive officer and principal financial officer, to
allow timely decisions regarding required disclosure.
It should be noted that while the Registrant’s principal executive
officer and principal financial officer believe that the
Registrant’s disclosure controls and procedures provide a
reasonable level of assurance that they are effective, they do not
expect that the Registrant’s disclosure controls and procedures or
internal control over financial reporting will prevent all errors
and fraud. A control system, no matter how well conceived or
operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met.
(c)Management’s
Annual Report on Internal Control Over Financial
Reporting. The
required disclosure is included in the section entitled
“Management’s Report on Internal Control Over Financial Reporting”
in the Registrant’s Management’s Discussion and Analysis for the
fiscal year ended December 31, 2020, filed as part of this
Annual Report on Form 40-F.
(d) Attestation
Report of the Registered Public Accounting Firm. The
required disclosure is included in the “Report of Independent
Registered Public Accounting Firm” that accompanies the
Registrant’s Consolidated Financial Statements for the fiscal year
ended December 31, 2020, filed as part of this Annual Report
on Form 40-F.
Notices Pursuant to Regulation BTR
Not applicable.
Audit Committee Financial Expert and Identification of Audit
Committee
We have an Audit Committee established by the Board of Directors in
accordance with Section 3(a)(58)(A) of the Exchange
Act. The members of the Audit Committee are Mayank M. Ashar,
Tracey L. McVicar, Una M. Power, and Timothy R. Snider. The
Board has designated Ms. Power as the “audit committee
financial expert” as that term is defined in the Form 40-F.
Ms. Power is “independent” as that term is defined by Rule
10A-3 of the Exchange Act and according to the New York Stock
Exchange listing standards applicable to both foreign private
issuers and domestic U.S. issuers.
Code of Ethics
We have adopted a code of ethics, amended on June 23, 2006,
November 18, 2008 and April 23, 2009, that applies to our
principal executive officer, principal financial officer and
principal accounting officer or controller and persons
performing similar functions. Our code of ethics is posted on
our website, www.teck.com.
There have not been any amendments or waivers, including implicit
waivers, from any provision of the code of ethics that occurred
during the Registrant’s most recently completed fiscal
year.
Principal Accountant Fees and Services
The required disclosure is included in the section entitled
“Directors
and Officers
–
Audit Committee Information
–
Auditor’s Fees”
in the Registrant’s Annual Information Form for the fiscal year
ended December 31, 2020, filed as part of this Annual Report
on Form 40-F.
The audit committee’s pre-approval policies and procedures are
described in the section entitled “Directors
and Officers
–
Audit Committee Information
–
Pre-Approval Policies and Procedures
” in the Registrant’s Annual Information Form for the fiscal year
ended December 31, 2020, filed as part of this Annual Report
on Form 40-F.
In 2019 and 2020, the Registrant’s audit committee did not approve
any audit-related, tax or other services pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements required to be disclosed
in this Annual Report on Form 40-F.
Tabular Disclosure of Contractual Obligations
The required disclosure is included in the section entitled
“Contractual
and Other Obligations”
in the Registrant’s Management’s Discussion and Analysis for the
fiscal year ended December 31, 2020, filed as part of this
Annual Report Form 40-F.
Undertaking and Consent to Service of Process
A.Undertaking
The 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.
B. Consent to Service of
Process
The Registrant has previously filed Forms F-X in connection with
the classes of securities in relation to which the obligation to
file this report arises.
Dodd-Frank Act Mine Safety and Health Administration Safety
Disclosure
Pursuant to Section 1503(a) of the Dodd-Frank Wall Street
Reform and Consumer Protection Act, issuers that are required to
file reports under the United States Securities Exchange Act of
1934 and that is an operator, or that has a subsidiary that is an
operator, of a coal or other mine are required to include in their
periodic reports filed with the United States Securities and
Exchange Commission certain information regarding specified health
and safety violations, orders and citations, related assessments
and legal actions, and mining-related fatalities. The
Registrant has reportable information under Section 1503(a)
that is presented in Exhibit 95.1 to this report, which is
incorporated herein by reference.
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.
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Registrant: |
TECK RESOURCES LIMITED |
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By (Signature and Title): |
/s/ Amanda Robinson |
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Name: Amanda Robinson |
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Title: Corporate Secretary |
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Date: February 22, 2021
LIST OF EXHIBITS
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101 |
Interactive Data File (formatted as Inline XBRL) |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and
contained in Exhibit 101) |