Independent director backs Edward Rogers’ claims of longtime concerns about performance of company CEO

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Rob Gemmell, a veteran senior investment banker who has been an independent director of Rogers Communications Inc. since 2017, issued a statement Wednesday backing the assertion of Edward Rogers that there had been concerns about the performance of company CEO Joe Natale for “months and even years” before an aborted attempt to replace him in September.

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“The discussion surrounding Joe’s performance did not begin with Edward. There were concerns from several directors, including myself, for months and even years,” said Gemmell, who is also chair of the company’s audit and risk committees and ran Citigroup’s Canadian investment banking arm until his retirement in 2008.

“As Board Chair, Edward has always acted deliberately with consideration and with preference for consultation,” Gemmell said.

The statement, alongside support from long-time family confidants Phil Lind and Alan Horn, comes a day after Edward’s mother Loretta accused him of saying “untrue” things in an affidavit filed in B.C. court as part of his effort to overhaul the company’s board in the wake of a revolt against his plan to replace Natale as CEO.

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The bizarre state of corporate governance, in which two factions each claim a different board is at the helm of the $30 billion telecommunications company, is set to be dealt with during an expedited Nov. 1 hearing before the Supreme Court of British Columbia.

The statements from supporters of Edward, issued together ahead of next week’s hearing, were in sharp contrast to statements from the company and John MacDonald, the chair of the board who replaced Edward in that role.

MacDonald has said that the majority of the board supports Natale and that he and his management team remain “steadfast” in their commitment to driving the performance of the business and executing on the proposed merger with Shaw.

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Gemmell, who retired as CEO of Citigroup Global Markets Canada after more than two decades in investment banking including stints and Merrill Lynch and Morgan Stanley, said in his statement on Wednesday that the changes Edward made to the board of directors “were needed to restore good governance” at the Rogers Communications.

The corporate and family comes at a crucial time for Rogers Communications, which is in the midst of a multi-billion acquisition of rival telecom Shaw Communications Inc.

“In the interests of all stakeholders, I urge the misguided attacks to stop so that we can get on with improving the operational and financial performance of RCI (Rogers Communications), closing the Shaw transaction, and returning Rogers to a position of leadership in the telecommunications industry in Canada,” said Gemmell.

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A seasoned director who was re-elected to the board of Agnico Eagle Mines Ltd. in April, Gemmell said he joined the Rogers Board to serve “the interests of all stakeholders.”  

He said the recent events at Rogers Communications and the positions taken by directors in relation to plans for Natale to resign — and to be replaced by the then chief financial officer Tony Staffieri — are a matter of public record “despite recent statements attempting to recast those events.”

Edward Rogers said in his affidavit filed in B.C. this week that 10 out of 11 board members voted in favour of accepting Natale’s resignation and replacing him with Staffieri, along with other management changes, before abruptly changing course with little explanation a couple of days later.  

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In the aftermath, Staffieri was let go, and Edward Rogers was stripped of his position as chair of the company’s board, although he remains chair of the Rogers Control Trust, through which his family controls nearly 98 per cent of the company’s Class A voting shares. He has moved to replace five independent directors of Rogers Communications — not including Gemmell — over the objections of directors including his mother and sisters Martha Rogers and Melinda Rogers-Hixon. He is seeking to settle that dispute in court in B.C., where Rogers is incorporated, by affirming his ability as Rogers Control Trust chair to overhaul the board.

Loretta Rogers and others associated with the company disputed the contents of Edward’s affidavit in statements Tuesday night. It is anticipated that they will file more detailed responses before the court hearing next week.  

Loretta called the “claims” in her son’s affidavit “as unfortunate as they are untrue.” She said he had presented her with what she believed to be “full, complete and accurate data” about Natale’s performance, but that she “reversed course” after she was able to get “a more complete and unbiased perspective” from the company’s independent directors.