**UNITED STATES SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549****FORM 40-F**   o **REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF1934****OR**   þ **ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934****For the fiscal year ended December 31, 2006****Commission File Number: 001-32562****STANTEC INC.**(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)8711(Primary Standard Industrial Classification Code Number (if applicable))N/A(I.R.S. Employer Identification Number (if applicable))10160 – 112 Street, Edmonton, Alberta, Canada T5K 2L6(Address and telephone number of Registrant’s principal executive offices)Stantec Consulting Inc., 19 Technology Drive, Irvine, CA 92618-2334 (949) 923-6000(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.   Title of each class Name of each exchange on which registeredCommon Shares New York Stock ExchangeSecurities registered or to be registered pursuant to Section 12(g) of the Act.None.(Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.None.(Title of Class)For annual reports, indicate by check mark the information filed with this Form:þ Annual information form     þ Audited annual financial statementsIndicate the number of outstanding shares of each of the issuer’s classes of capital or commonstock as of the close of the period covered by the annual report.     As of December 31, 2006 – 45,257,451 Common Shares outstanding.Indicate by check mark whether the Registrant by filing the information contained in this Form isalso thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under theSecurities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file numberassigned to the Registrant in connection with such Rule.Yes o      No þIndicate by check mark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports) and (2) has been subject to such filingrequirements for the past 90 days.Yes þ      No o  
 

 
**DISCLOSURE CONTROLS AND PROCEDURES**The disclosure provided under “Controls and Procedures” on page M-45 of Exhibit 3, Management’sDiscussion and Analysis, is incorporated by reference herein.**MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING**The disclosure provided in Exhibit 4, Management Report, is incorporated by reference herein.**AUDITOR ATTESTATION**The disclosure provided in Exhibit 5, Independent Auditor’s Report on Internal Controls, isincorporated by reference herein.**CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING**The disclosure provided under “Controls and Procedures” on page M-45 of Exhibit 3, Management’sDiscussion and Analysis, is incorporated by reference herein.**IDENTIFICATION OF THE AUDIT COMMITTEE**On December 31, 2006, Stantec’s audit committee was made up of the following three members:William (Bill) D. Grace (Chair), E. John (Jack) Finn and Robert R. Mesel. On February 21, 2007,Ivor M. Ruste was appointed a member of the audit committee.**AUDIT COMMITTEE FINANCIAL EXPERT**Stantec’s Board of Directors has determined that it has at least one audit committee financialexpert serving on its audit committee. The Board of Directors has determined that each of WilliamD. Grace and Ivor M. Ruste is an audit committee financial expert (as such term is defined in therules and regulations of the Securities Exchange Commission) and is independent, as that term isdefined by the New York Stock Exchange’s corporate governance standards applicable to Stantec. TheSecurities and Exchange Commission has indicated that the designation of a person as an auditcommittee financial expert does not impose on such person any duties, obligations or liability thatare greater than those imposed on such person as a member of the audit committee and the Board ofDirectors in the absence of such designation and does not affect the duties, obligations orliability of any other member of the audit committee or Board of Directors.**CODE OF ETHICS**Stantec has adopted a code of ethics, entitled “Stantec Code of Ethics”. The Code of Ethicsapplies to all directors, officers and employees of Stantec, including Stantec’s principalexecutive officer, principal financial officer and principal accounting officer. Stantec’s Boardof Directors, through its corporate governance and compensation committee, reviews the operation ofthe Code of Ethics and any waivers thereof. The Code of Ethics is reviewed at least annually toensure that it complies with all legal requirements and is in alignment with best practices. Inthe event that amendments are needed, recommendations are made to the corporate governance andcompensation committee and the Board of Directors for approval. The Code of Ethics is available onStantec’s website (www.stantec.com) in the “Inside Stantec – Governance” section and is availablein print to any shareholder upon written request to the Secretary of Stantec.The Board of Directors has also adopted whistleblower procedures which allow officers and employeeswho feel that aviolation of the Code of Ethics has occurred to report this violation on a confidential andanonymous basis. The procedures allow concerns regarding accounting, internal accounting controlsor auditing matters to be reported on a confidential and anonymous basis as well.
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**PRINCIPAL ACCOUNTANT FEES AND SERVICES**The disclosure provided under “External Auditor Service Fees” on page 28 of Exhibit 2, AnnualInformation Form, is incorporated by reference herein.**AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES**The disclosure provided under “Pre-Approval Policy” on page 28 of Exhibit 2, Annual InformationForm, is incorporated by reference herein.**OFF-BALANCE SHEET ARRANGEMENTS**The disclosure provided under “Off-Balance Sheet Arrangements” on page M-25 of Exhibit 3,Management’s Discussion and Analysis, is incorporated by reference herein.**CONTRACTUAL OBLIGATIONS**The disclosure provided under “Contractual Obligations” on page M-25 of Exhibit 3, Management’sDiscussion and Analysis, is incorporated by reference herein.**UNDERTAKING AND CONSENT TO SERVICE OF PROCESS****A. Undertaking**Stantec undertakes to make available, in person or by telephone, representatives to respond toinquiries made by the Commission staff, and to furnish promptly, when requested to do so by theCommission staff, information relating to the securities registered pursuant to Form 40-F, thesecurities in relation to which the obligation to file an annual report on Form 40-F arises, ortransactions in said securities.**B. Consent to Service of Process**Stantec has previously filed with the Commission a Form F-X in connection with the Common Shares.**SIGNATURES**     Pursuant to the requirements of the Exchange Act, the registrant certifies that it meets allof the requirements for filing on Form 40-F and has duly caused this annual report to be signed onits behalf by the undersigned, thereto duly authorized.      STANTEC INC.