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


or


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


For the fiscal year ended January 31, 2015 Commission file number: 000-54726


SEARS CANADA INC.


(Exact name of registrant as specified in its charter)


Canada5311Not Applicable(Province or other jurisdiction(Primary(I.R.S. Employerof incorporation or organization)StandardIdentification Number)IndustrialClassificationCode Number(if applicable))290 Yonge StreetSuite 700Toronto, Ontario, Canada, M5B 2C3(416) 941-4420(Address and Telephone Number of Registrant’s Principal Executive Offices)Torys LLP1114 Avenue of the Americas23rdFloorNew York, New York 10036-7703Attention: Mile T. Kurta(212) 880-6000(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: NoneSecurities registered or to be registered pursuant to Section 12(g) of the Act: Common SharesSecurities for which there is a reporting obligation pursuant to Section 15(d) of the Act: NoneFor annual reports, indicate by check mark the information filed with this Form☒Annual Information Form☒Audited Annual Financial Statements





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: 101,877,662 Common Shares





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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 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☐








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FORM 40-F


Principal Documents


The following documents, filed as Exhibits 99.1 through 99.3 hereto, are hereby incorporated by reference into this Annual Report on Form 40-F:


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|(a) | Annual Information Form for the 52-week period ended January 31, 2015;




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|(b) | Management’s Discussion and Analysis for the 52-week period ended January 31, 2015; and




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|(c) | Consolidated Financial Statements and the notes related thereto for the 52-week period ended January 31, 2015.

ADDITIONAL DISCLOSURE


Certifications and Disclosure Regarding Controls and Procedures


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|(a) | Certifications. See Exhibits 99.4 through 99.7 to this Annual Report on Form 40-F.

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|(b) | Disclosure Controls and Procedures.

As of the end of Sears Canada Inc.’s (“ Sears Canada ” or the “ registrant ”) 52-week period ended January 31, 2015, Sears Canada’s chief executive officer and chief financial officer carried out an evaluation of the effectiveness of Sears Canada’s “disclosure controls and procedures” (as such term is defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)).  Based upon that evaluation, Sears Canada’s chief executive officer and chief financial officer have concluded that as of the end of that fiscal year Sears Canada’s disclosure controls and procedures were effective to ensure that information required to be disclosed by Sears Canada 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 (the “ SEC ”) rules and forms and (ii) accumulated and communicated to the registrant’s management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.


It should be noted that, while Sears Canada’s chief executive officer and chief financial officer believe that Sears Canada’s disclosure controls and procedures provide a reasonable level of assurance that they are effective, they do not expect that Sears Canada’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.


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|(c) | Management’s Annual Report on Internal Control Over Financial Reporting.

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|(1) | Management of the registrant is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards.  The control framework used by the registrant’s management to assess the effectiveness of the registrant’s internal control over financial reporting is theInternal Control - Integrated Framework2013 (COSO framework) published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).




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|(2) | Internal control systems, regardless of superiority in design, have inherent limitations.  Therefore, even those systems that have been determined to have been designed effectively can only provide reasonable assurance with respect to financial reporting and financial statement preparation.




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|(3) | Management of the registrant, including its chief executive officer and chief financial officer, has evaluated the registrant’s internal control over financial reporting and has concluded that it was effective as at January 31, 2015.

(4) Deloitte LLP, the independent registered public accounting firm that audited the registrant’s consolidated financial statements for the 52-week period ended January 31, 2015, has issued its opinion on the registrant’s internal control over financial reporting (the “ Attestation Report ”).





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|(d) | Attestation Report of the Independent Registered Public Accounting Firm.  The Attestation Report is included in Exhibit 99.3 attached hereto, which is incorporated by reference into this Annual Report on Form 40-F.

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|(e) | Changes in Internal Control over Financial Reporting. During the 52-week period ended January 31, 2015, there were no changes in Sears Canada’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, Sears Canada’s internal control over financial reporting.




Notices Pursuant to Regulation BTR


None.


Audit Committee Financial Experts


Sears Canada’s board of directors has determined that Deborah E. Rosati, R. Raja Khanna  and James McBurney, three members of its audit committee, are “audit committee financial experts” (as such term is defined in Form 40-F) and are “independent” (as defined in the New York Stock Exchange’s listing standards).


Code of Ethics


Sears Canada has adopted a “code of ethics” (as that term is defined in Form 40-F), entitled (i) the Code of Business Conduct that applies to all of its officers and employees; and (ii) the Code of Conduct for the Board of Directors of Sears Canada Inc. that applies to all of its directors (together, the “ Code of Ethics ”).


The Code of Ethics is available for viewing on Sears Canada’s website at www.sears.ca and is available in print to any shareholder who requests it.  Requests for copies of the Code of Ethics should be made by contacting:  the Corporate Communications Department at 416-941-4428 or by email to invest@sears.ca.


All amendments to the Code of Ethics, and all waivers of the Code of Ethics with respect to any director, officer or employee of Sears Canada, will be posted promptly on Sears Canada’s website.


Principal Accountant Fees and Services


Deloitte LLP (“ Deloitte ”) is Sears Canada’s external auditor.  From time to time, Deloitte has provided consulting and other non-audit services to Sears Canada and its subsidiaries.


The information set forth under the heading “Audit Committee Information” of Sears Canada’s annual information form for the 52-week period ended January 31, 2015, attached hereto as Exhibit 99.1, is incorporated by reference herein.


The audit committee of Sears Canada’s board of directors has determined that the provision of these services is compatible with the maintenance of the independence of Deloitte.


Pre-Approval Policies and Procedures


Sears Canada has adopted policies and procedures with respect to the pre-approval of audit and permitted non-audit services to be provided by Deloitte.  The information set forth under “Appendix A - Schedule A” of Sears Canada’s annual information form for the 52-week period ended January 31, 2015, attached hereto as Exhibit 99.1, is incorporated by reference herein.





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Off-Balance Sheet Arrangements


None.


Disclosure of Contractual Obligations


The information provided in management’s discussion and analysis for the 52-week period ended January 31, 2015, attached hereto as Exhibit 99.2, contains Sears Canada’s disclosure of contractual obligations and is incorporated by reference herein.


Identification of the Audit Committee


Sears Canada has a separately-designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.  The members of Sears Canada’s audit committee are:  Deborah E. Rosati (Chair), R. Raja Khanna and James McBurney.





Mine Safety Disclosure





Not applicable.





NASDAQ Corporate Governance





Our common shares are quoted for trading on the NASDAQ Capital Market (“NASDAQ”) under the symbol “SCC.”  As a Canadian corporation that is a foreign private issuer listed on the NASDAQ, we are not required to comply with most of NASDAQ corporate governance standards, so long as we comply with Canadian corporate governance practices.  However, pursuant to NASDAQ Marketplace Rules we must disclose all differences between our corporate governance practices and those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards.


The following is a summary of all ways in which our corporate governance practices differ from those required to be followed by U.S. domestic issuers under NASDAQ’s corporate governance standards.


Compensation Committee Composition


Rule 5605(d)(2) of the NASDAQ Marketplace Rules requires that each Compensation Committee member be an Independent Director, as defined in Rule 5605(a)(2).  With respect to applicable Canadian laws regarding the independence requirements, National Policy 58-201 (“NP 58-201”) sets forth the Canadian securities regulators’ recommended best practices in corporate governance.  These are guidelines, and not law. NP 58-201 recommends that reporting issuers have a Compensation Committee composed entirely of Independent Directors, as defined in National Instrument 52-110 (“NI 52-110”). Our three member Compensation Committee is comprised of one Independent Director, as defined in Rule 5605(a)(2), and two non-Independent Directors.  Information regarding the composition of our Compensation Committee is disclosed in our Annual Information Form for the 52-week period ended January 31, 2015, under the heading “Directors and Executive Officers.” Our Annual Information Form is attached to our Form 40-F filing as Exhibit 99.1.


Majority Independent Board


Rule 5605(b)(1) of the NASDAQ Marketplace Rules requires that a majority of the Board of Directors must be comprised of Independent Directors, as defined in Rule 5605(a)(2).  With respect to applicable Canadian laws regarding the independence requirements, the Toronto Stock Exchange requires that at least two members of the Board of Directors be Independent, as defined in NI 52-110 and NP 58-201 recommends that a majority of the members of the Board of Directors should be independent. Our ten member Board of Directors is comprised of three Independent Directors, as defined in Rule 5605(a)(2), and seven non-Independent Directors. Information regarding our Board of Directors is disclosed in our Annual Information Form for the 52-week period ended





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January 31, 2015, under the heading “Directors and Executive Officers.” Our Annual Information Form is attached to our Form 40-F filing as Exhibit 99.1.


Quorum Requirements


Rule 5620(c) of the NASDAQ Marketplace Rules requires that the minimum quorum requirement for a meeting of shareholders is 331⁄3% of the outstanding common shares.  In addition, Rule 5620(c) requires that an issuer listed on NASDAQ state its quorum requirement in its by-laws.  We follow applicable Canadian laws with respect to quorum requirements. Our quorum requirement is set forth in our by-laws, and requires, at any meeting of shareholders, two persons present and each entitled to vote at the meeting.





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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 SEC staff, and to furnish promptly, when requested to do so by the SEC staff, information relating to:  (i) the securities registered pursuant to Form 40-F; (ii) the securities in relation to which the obligation to file an annual report on Form 40-F arises; or (iii) transactions in said securities.


B. Consent to Service of Process.


The registrant has previously filed with the SEC a Form F-X in connection with the class of securities in relation to which the obligation to file this report arises.


Any change to the name or address of the agent for service of process of the registrant shall be communicated promptly to the SEC by an amendment to the Form F-X referencing the file number of the registrant.





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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, thereunto duly authorized, on March 13, 2015.


SEARS CANADA INC.By:/s/ E.J. BirdName: E.J. BirdTitle: Chief Financial Officer











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EXHIBIT INDEX





ExhibitDescription99.1Annual Information Form for the 52-week period ended January 31, 201599.2Management’s Discussion and Analysis for the 52-week period ended January 31, 201599.3Consolidated Financial Statements and the notes related thereto for the 52-week period ended January 31, 201599.4Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 193499.5Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 193499.6Section 1350 Certification of Chief Executive Officer99.7Section 1350 Certification of Chief Financial Officer99.8Consent of Deloitte LLP