Rogers Communications Inc. has been in a power struggle, in which Edward Rogers tried to oust chief executive officer Joe Natale and several members of the executive team, but was thwarted by the board and his own family.Melissa Tait/The Globe and Mail
Rogers Communications Inc. chair Edward Rogers says he sees “room for improvement” in the company’s long-term performance, breaking his silence after a failed bid to oust chief executive officer Joe Natale and other executives.
Mr. Rogers has 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 overhaul the leadership at Canada’s largest wireless carrier was thwarted by the board and his own family. The boardroom rift has erupted during the $26-billion takeover of Shaw Communications Inc.
Such a request for a list of shareholders typically precedes an attempt to make changes to a company’s board of directors.
Mr. Rogers, or people close to him, have approached prospective directors, the source said, declining to name anyone who has been approached.
Rogers must produce the list within a reasonable time frame, according to the source, who is close to the company’s board. The Globe is not identifying the person because they are not authorized to speak publicly about the matter.
In a statement first provided to Bloomberg News, Mr. Rogers said that constructive challenges and occasional disagreements are “essential elements of sound corporate governance.”
“As both Board Chair and a shareholder my primary focus is on the long-term performance of the business. On this point, industry stalwarts, controlling and minority shareholders, employees, analysts and market observers agree: there is room for improvement,” Mr. Rogers said.
“In my role as Chair of the Rogers Control Trust, the controlling shareholder of the company, it is my responsibility to put the interests of RCI first. It’s disappointing the focus of others has strayed from what is best for the business,” he added.
Mr. Rogers recently made an unsuccessful attempt to replace Mr. Natale with chief financial officer Tony Staffieri, a move that was strongly opposed by his sister and deputy chair, Melinda Rogers-Hixon, three sources previously told The Globe. One of the sources told The Globe that Mr. Rogers also planned to oust other members of the company’s senior leadership team.
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During an emergency board meeting on Sunday, Sept. 26, the majority of the company’s directors and the Rogers family backed Mr. Natale and his management team, according to the sources. Mr. Staffieri left the company three days later. The Globe is not identifying the sources because they are not authorized to speak about the matter.
The company is awaiting regulatory approval of its deal to acquire Shaw for $26-billion, including debt. Three federal bodies – 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 the chair of the Rogers Control Trust, which, along with other family holding companies it controls, owns 97.5 per cent of the company’s voting Class A shares, according to the company’s 2021 management information circular. (The family trust also owns about 10 per cent of the outstanding Class B non-voting shares.)
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, Ms. Rogers-Hixon assists him in that role.
The trust is overseen by an advisory committee composed of 10 people, six of whom are Rogers family members. Mr. Rogers’s 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-standing director and the widow of its late founder, Ted Rogers, told The Globe last week that she supports Mr. Natale and his management team. “While I’m deeply disappointed by the recent public airing of board discussions, I am very confident and excited about the future of Rogers under Joe Natale’s stewardship, and that of his leadership team,” Ms. Rogers said in an e-mailed statement.
The committee’s non-family members are Alan Horn, who served as the company’s chief financial officer and its interim CEO; Thomas Hull, a childhood friend of the company’s founder, Ted Rogers; Toronto mayor John Tory, who ran Rogers’s cable operations under Ted; and Ted’s long-time adviser Phil Lind. Decisions of the committee require a two-thirds vote.
The Rogers board plans to meet on Oct. 20, the day before the company reports its third-quarter results.
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Alexandra Posadzki