Rogers family to meet with board, outside advisors in bid to quell drama

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Family members of late media mogul Ted Rogers were expected to attend a meeting Tuesday night with independent directors of Rogers Communications Inc. and outside advisors to the family trust that controls the telecom giant in an attempt to air views and plot a course forward following a failed attempt by Rogers chairman Edward Rogers to jettison company CEO Joe Natale in September, according to sources familiar with the ongoing corporate battle.

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The move by Edward, son of founder Ted Rogers, has split his family into opposing sides with his mother Loretta Rogers and his sisters Melinda Rogers-Hixon and Martha Rogers opposing Edward’s plans. In addition to being chairman of Rogers, Edward is also chair of the Rogers Control Trust, which along with private family holding companies controls more than 97 per cent of the company’s voting shares.

The fissure comes as the telecommunications giant attempts to complete the $26 billion purchase of rival Shaw Communications in a move that is intended to position the company’s path to growth for the next few decades.

Shortly after the failed attempt to replace the CEO, Rogers’ chief financial officer Tony Staffieri left the company.

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Sources familiar with the situation say Edward Rogers isn’t backing down — at least so far — and has asked Rogers Communications for a list of shareholders, a move seen by some as a potential step toward replacing independent directors.

A source added that Edward or representatives for him are understood to have already reached out to prospective new directors.

Nevertheless, he was expected to attend an “informational” meeting with family, trust members, advisors and independent directors to allow for a free exchange of views ahead of a formal board meeting Wednesday to discuss the company’s latest quarterly earnings, among other things.

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Sources familiar with the plans around Tuesday’s meeting said it was to be chaired by Toronto Mayor John Tory, a member of the family trust’s advisory committee, who was an acolyte of Ted Rogers and rose to run the company’s cable business before leaving to pursue a career in politics.

Wednesday’s corporate board meeting, meanwhile, was characterized as a test of the instructions Ted Rogers left about how the company he founded should be run when he died — and how his family’s control trust should govern itself and interact with the $30-billion telecommunication company.

“That’s where the future of governance at RCI (Rogers) will be discussed by everybody in the room, including the independent directors but also Loretta, Martha, and Melinda, as well as Edward obviously,” said one source, who was not authorized to speak publicly about the matters.

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Ted Rogers, who died in 2008 at the age of 75, left specific instructions about the role of the family control trust, which “holds voting control of RCI (Rogers) for the benefit of successive generations of the family.”

A key issue is whether Edward Rogers, as chair of both the family control trust and the board of directors, is acting within the powers of those and other roles he holds.

“The conversation (will be) all about what checks and balances currently exist, or should exist,” the source said.

Among other things, the duties of the trust’s chair include “liaising with Rogers family members” and voting the shares held by the private Rogers family holding companies. This includes voting the proxies on the election of directors of RCI (Rogers) and the power to “approve, disapprove, or otherwise use reasonable efforts to influence other matters affecting RCI, in each case in his or her discretion” — but subject to certain obligations under estate arrangements and the authority of an advisory committee.

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The advisory committee, which “is responsible for the appointment and removal of the Control Trust Chair,” includes Loretta, Martha, Edward and Lisa Rogers, along with Rogers-Hixon, long-time Ted Rogers confidantes Phil Lind and Alan Horn, Loretta’s nephew David A. Robinson, Thomas I. Hull and Tory, according to Roger Communications Inc.’s 2021 annual information circular.

Lind, Horn and several members of the Rogers family are also on the company’s board of directors while Rogers-Hixon is both a company board member and vice-chair of the family voting trust.

Richard Leblanc, a professor of governance, law and ethics at York University, said independent directors are crucial in a company where there is a controlling shareholder, particularly when that shareholder has many roles.

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“Mr. Rogers, as I understand, is board chair, and chair of the executive committee, the finance committee and the nominating committee,” Leblanc said. “These independent directors should be independent of management and ideally have independence of mind from the significant shareholder to provide a fresh set of eyes.”

He added that independent directors are also there to “provide input/assistance on any conflicts or conflicts of interest, which may arise in control-type boards and with family enterprises in particular.”

Leblanc said “best practices” in governance, largely adopted by Canadian firms, include a separation of roles and independence on boards of directors.

In rare circumstances where there is a termination of a CEO, “normally it arises from a shared consensus of the independent directors and board that the performance (or some other reason) justifies the termination,” he said.

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Members of the Rogers family declined to comment on the ongoing company turmoil or could not be reached. According to media previous reports, Loretta is not happy that private corporate matters have spilled out into the media. The family, for the most part, prizes its privacy.

Contrary to the succession plans of several other Canadian media companies, Rogers has followed Ted’s desire to have the company led by professional managers rather than family members following his death.

In 2016, Rogers endured a messy parting with the company’s then-CEO Guy Laurence. Laurence was replaced by Natale, who was praised by executives at the time including Horn, then acting CEO, as a proven operator during his run at telecom rival Telus Communications.