Edward Rogers asks for list of shareholders, discussed replacing Rogers board members, source says

Rogers Communications Inc. was in a power struggle, in which Edward Rogers attempted to oust CEO Joe Natale and several members of the management team, but was thwarted by the board and his own family. .

Melissa Tait / The Globe and Mail

Rogers Communications Inc. chairman Edward Rogers said he saw “room for improvement” in the company’s long-term performance, breaking his silence after a failed bid to oust the company. CEO Joe Natale and other executives.

Mr. Rogers also made a formal request for a list of the company’s shareholders and had discussions with potential candidates to replace board members, according to a source with direct knowledge of the matter.

His attempt to reshuffle the leadership of Canada’s largest wireless telecommunications company was thwarted by the board of directors and his own family. The boardroom breakup erupted during the $ 26 billion takeover of Shaw Communications Inc.

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Such a request for a list of shareholders usually precedes an attempt to change a company’s board of directors.

Mr. Rogers, or people close to him, have approached potential directors, the source said, declining to name anyone approached.

Rogers must produce the list within a reasonable time, according to the source close to the company’s board of directors. The Globe does not identify the person because they are not authorized to speak publicly about the matter.

In a statement first provided to Bloomberg News, Rogers said constructive challenges and occasional disagreements are “essential elements of good corporate governance.”

“As chairman of the board of directors and shareholder, my main goal is the long-term performance of the company. On this point, industry stalwarts, majority and minority shareholders, employees, analysts and market watchers agree: there is room for improvement, ”Rogers said.

“In my role as Chairman of Rogers Control Trust, the majority shareholder of the company, it is my responsibility to put RCI’s interests first. It’s disappointing that the attention of others has drifted away from what is best for the business, ”he added.

Mr Rogers recently unsuccessfully attempted to replace Mr Natale with CFO Tony Staffieri, a move his sister and vice president Melinda Rogers-Hixon strongly objected to, three sources told The Globe. One of the sources told The Globe that Mr. Rogers also plans to oust other members of the company’s management team.

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At an emergency board meeting on Sunday, September 26, the majority of the company’s directors and the Rogers family backed Mr. Natale and his management team, the sources said. Mr. Staffieri left the company three days later. The Globe does not identify the sources as they are not authorized to speak about the matter.

The company is awaiting regulatory approval for its agreement to acquire Shaw for $ 26 billion, including debt. Three federal agencies – the Competition Bureau, the Canadian Radio-television and Telecommunications Commission, and the Department of Innovation, Science and Economic Development – are reviewing the acquisition, which is expected to close in the first half of 2022.

Mr. Rogers is also chairman of Rogers Control Trust, which, along with other family-owned holding companies it controls, owns 97.5% of the company’s Class A voting shares, according to the company’s circular. information from the 2021 management of the company. (The family trust also owns approximately 10 percent of the outstanding Class B non-voting shares.)

Mr. Rogers is responsible for liaising with other family members and voting proxies on the election of directors of the company, among other duties. As vice-president of the trust, Ms. Rogers-Hixon assists her in this role.

The trust is overseen by an advisory committee of 10 people, six of whom are members of the Rogers family. Mr. Rogers’ mother, Loretta Rogers, his sisters Martha and Lisa Rogers, as well as Loretta’s nephew, David Robinson, sit on the committee along with Mr. Rogers and Ms. Rogers-Hixon.

Ms Rogers, the company’s longest-serving director and widow of late founder Ted Rogers, told The Globe last week that she supports Mr Natale and his management team. “While I am deeply disappointed with the recent public release of the Board’s discussions, I am very confident and excited about the future of Rogers under the leadership of Joe Natale and that of his management team,” said Ms. Rogers in an emailed statement. .

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Non-family members of the committee are Alan Horn, who served as the company’s chief financial officer and interim chief executive; Thomas Hull, a childhood friend of company founder Ted Rogers; Toronto Mayor John Tory, who ran Rogers cable operations under Ted’s leadership; and Ted’s longtime advisor, Phil Lind. Committee decisions require a two-thirds vote.

Rogers’ board of directors plans to meet on October 20, the day before the company reports its third quarter results.

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