UNITED STATES
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, 2018
Commission file number: 001-31528
_______________________
IAMGOLD
Corporation
(Exact Name of Registrant as Specified in its
Charter)
_______________________
Canada | 1040 | Not Applicable |
(Province or other jurisdiction of | (Primary Standard Industrial | (I.R.S. Employer |
incorporation or organization) | Classification Code) | Identification No.) |
401 Bay Street, Suite 3200
P.O. Box 153
Toronto, Ontario M5H 2Y4
(416) 360-4710
(Address and Telephone Number of Registrants Principal Executive
Offices)
DL Services, Inc.
Columbia Center
701
5th Avenue, Suite 6100
Seattle, WA 98104
(206) 903-8800
(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, no par value | 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: None
_______________________
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: 466,830,457
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.
[X] Yes [ ] No
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).
[X] 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 Annual Information Form dated February 20, 2019, Managements Discussion and Analysis, and Audited Consolidated Financial Statements for the year ended December 31, 2018, in each case, of IAMGOLD Corporation (the Company), included as Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3, respectively, to this annual report on Form 40-F of the Company (the Annual Report), are incorporated by reference into and as an exhibit to the Companys Registration Statement on Form F-10 (File No. 333-223646), and the Annual Report is incorporated by reference into the Companys Registration Statement on Form S-8 (File No. 333-142127).
INCORPORATED DOCUMENTS
Annual Information Form
The Companys Annual Information Form (AIF) is filed as Exhibit 99.1 to this Annual Report.
Audited Annual Financial Statements
The Companys audited consolidated financial statements and the notes thereto (the Annual Financial Statements) are filed as Exhibit 99.3 to this Annual Report.
Managements Discussion and Analysis
The Companys managements discussion and analysis (MD&A) is filed as Exhibit 99.2 to this Annual Report.
DISCLOSURE CONTROLS AND PROCEDURES
At the end of the period covered by this report, an evaluation was carried out under the supervision of and with the participation of the Companys management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of the Companys disclosure controls and procedures (as defined in Rule 13a 15(e) and Rule 15d 15(e) under the United States Securities Exchange Act (the Exchange Act)). Based on that evaluation the CEO and the CFO have concluded that as of the end of the period covered by this report, the Companys disclosure controls and procedures were adequately designed and effective in ensuring that: (i) information required to be disclosed by the Company in reports that it files or submits to the Commission under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable rules and forms and (ii) information required to be disclosed in the Companys reports filed under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Companys management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management conducted an evaluation of the design and operation of the Companys internal control over financial reporting as of the end of the Companys last fiscal year, based on the criteria set forth in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, management has concluded that the Companys internal control over financial reporting was effective as of the end of the Companys last fiscal year.
ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM
The Companys auditor has attested to internal control over financial reporting for the past fiscal year. The auditors attestation immediately precedes the audited consolidated financial statements of the Company in Exhibit 99.3 and is incorporated by reference in this Annual Report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this Annual Report, no change occurred in the Companys internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.
The Companys management, including the CEO and CFO, does not expect that its disclosure controls and procedures or internal controls and procedures will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, a control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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AUDIT COMMITTEE FINANCIAL EXPERT
The required disclosure is included under the heading Audit and Finance CommitteeComposition and Relevant Education and Experience of Members in the AIF and is incorporated by reference in this Annual Report.
CODE OF ETHICS
The Board has adopted a written code of conduct by which it and all officers and employees of the Company abide.
All departures from, all amendments to the code, and all waivers of the code with respect to any of the senior officers covered by it, which waiver may be made only by the Board in respect of senior officers, will be disclosed as required. The Companys Code of Business Conduct and Ethics is located on its website at www.iamgold.com.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The required disclosure is included under the headings Audit and Finance CommitteeExternal Auditor Service Fees and Audit and Finance CommitteePre-Approval Policies and Procedures in the AIF and is incorporated by reference in this Annual Report.
OFF-BALANCE SHEET TRANSACTIONS
The Company does not have any off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities.
CONTRACTUAL OBLIGATIONS
The required disclosure is included under the heading Financial ConditionContractual Obligations in the
MD&A and is incorporated by reference in this Annual Report.
IDENTIFICATION OF THE AUDIT COMMITTEE
The Companys Board of Directors (the Board) has a separately designated standing Audit and Finance Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the
Companys Audit and Finance Committee are disclosed under the heading Audit and Finance CommitteeComposition and Relevant Education and Experience of Members in the AIF and is incorporated by reference in this Annual Report.
CORPORATE GOVERNANCE
The Companys common shares are listed on the Toronto Stock Exchange (TSX) and the New York Stock Exchange (NYSE) and the Company complies with the corporate governance requirements of the TSX and NYSE, as they relate to the Company. As a foreign private issuer, the Company is permitted, by the NYSE, not to comply with certain of the NYSEs corporate governance rules. A description of the significant ways in which the Companys governance practices differ from those followed by domestic companies pursuant to NYSE standards can be found on the Companys website at www.iamgold.com.
UNDERTAKING
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 this Annual Report arises; or transactions in said securities.
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CONSENT TO SERVICE OF PROCESS
The Company filed an Appointment of Agent for Service of Process and Undertaking on Form F-X with respect to the class of securities in relation to which the obligation to file the Form 40-F arises.
Any change to the name or address of the agent for service of process of the Registrant shall be communicated promptly to the Commission by an amendment to the Form F-X referencing the file number of the Registrant.
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99.45 | |
99.46 | |
99.47 | |
99.48 | |
99.49 | |
99.50 | |
99.51 | |
99.52 | |
99.53 | |
99.54 | |
99.55 | |
99.56 | |
101 |
Interactive data files with respect to the Annual Financial Statements |
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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.
IAMGOLD CORPORATION |
By: | /s/ Stephen J.J. Letwin | |
Name: | Stephen J.J. Letwin | |
Title: | President & Chief Executive Officer |
Date: February 20, 2019
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