Edward Rogers says he will replace five company directors - The Globe and Mail

Loretta Rogers, centre, the widow of company founder Ted Rogers, leaves the TD Centre with daughter Martha Rogers after a meeting at Torys LLP, in Toronto, on Thursday, Oct. 21, 2021.Christopher Katsarov/The Globe and Mail

Edward Rogers, the chair of the family trust that controls Rogers Communications Inc., says he plans to replace the five independent directors who had opposed his plans to overhaul management of Canada’s largest wireless carrier.

The announcement came after the board voted to remove Mr. Rogers as chair Thursday, following a weeks-long board battle that erupted amid the company’s $26-billion takeover of Shaw Communications Inc.

Mr. Rogers, who remains on the board as a director and is the chair of the family trust that controls the company, said that while he is disappointed that he was removed as chair, he is confident that the move will be reviewed and addressed by the newly constituted board.

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“The Control Trust Chair is disappointed with recent events and commentary regarding the governance of [Rogers] and has lost confidence in the board of RCI as currently constituted,” Mr. Rogers said in an emailed statement. “The Control Trust Chair believes that it would be in the best interests of [Rogers] to reconstitute the board.”

Mr. Rogers plans to remove John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob and chair John MacDonald from the board, he said in the statement. He will replace them with Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr.

Mr. Rogers intends to make the changes through a written resolution, without convening a shareholder meeting.

Rogers Communications said in a statement that the company is “is not aware of this mechanism ever having been utilized in respect of a public company in Canada.”

The company said directors of public companies are typically removed after shareholder meetings convened after proper notice has been provided to all shareholders, and they have had time to consider the information. The process generally takes several months or occurs at the company’s annual meeting, the statement said.

“Company is concerned that its controlling shareholder, the Rogers Control Trust, would seek to make such a fundamental change to the Company’s independent governance framework in this unprecedented manner. At this time, the Company has not received any documentation or resolution from Mr. Rogers or the Rogers Control Trust with respect to this matter. If and when received, the Company will consult with its counsel regarding the legality of this course of action,” the statement reads.

“The company’s CEO, Joe Natale, and management team remain steadfast in their commitment to driving the performance of the business and executing on the proposed merger with Shaw.”

The rift came after Mr. Rogers attempted to replace the company’s CEO Joe Natale with chief financial officer Tony Staffieri and oust other executives. Mr. Natale and the board became aware of the plan and a majority of Rogers directors decided to keep the CEO in place, while Mr. Staffieri left Rogers. Mr. Rogers’s mother, Loretta Rogers, and his sisters Martha Rogers and Melinda Rogers-Hixon, as well as the five directors he plans to replace, opposed his plans to overhaul management at Canada’s largest wireless carrier.

Mr. Rogers said in a statement late Thursday that the company “has a strong management team and I am totally supportive of working with them on our business objectives, execution, and return to stability.”

The Rogers Control Trust owns 97.5 per cent of the company’s voting Class A shares. As its chair, Mr. Rogers is responsible for liaising with other family members and voting the proxies on the election of company directors, among other duties. As vice-chair of the trust, his sister Melinda Rogers-Hixon assists him in that role.

Mr. Rogers’s move to replace directors is backed by veteran Rogers directors Phil Lind and Alan Horn, who spent decades working with founder Ted Rogers.

“I worked alongside Ted for most of my 53 years at RCI and am supportive of the changes that have been announced today,” said Mr. Lind in an emailed statement. “My primary focus going forward is to assist the members of the Rogers and Shaw teams to ensure a successful completion of the transaction.”

Mr. Horn, Rogers’s former chief financial officer and interim CEO on two occasions, said: “Having started working with Ted in 1979, and with over 30 years at RCI as CFO, interim CEO, and Chairman, I’ve always been focused on helping RCI realize its full potential. I look forward to working with Edward, the Rogers family, and the reconstituted board to help the company complete its game-changing transaction with Shaw.”

The five independent directors cautioned, in a letter sent to Toronto mayor John Tory, that ousting Mr. Natale would pose a risk to the acquisition and that Shaw’s chief executive Brad Shaw has requested no more changes to the company’s management and board. Mr. Tory sits on the advisory committee that oversees the family trust. Decisions of the committee require approval by a two-thirds vote.

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Edward Rogers says he will replace five company directors - The Globe and Mail
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