Joe Natale has been removed as chief executive of Rogers Communications Inc. by the company’s board led by chair Edward Rogers, whose desire to replace the CEO led to an unprecedented power struggle that split one of Canada’s wealthiest families and left the telecom industry veteran caught in the middle.
The company’s former chief financial officer, Tony Staffieri, will be interim CEO, the company said late on Tuesday.
The high-stakes family feud erupted in the midst of the company’s $26-billion takeover of Shaw Communications Inc. The boardroom showdown pitted chair Edward Rogers against his mother, Loretta Rogers, and sisters Martha Rogers and Melinda Rogers-Hixon.
The battle broke out after Mr. Rogers attempted to replace Mr. Natale with Mr. Staffieri in late September. The move met resistance from the majority of the company’s board and resulted in Mr. Staffieri’s exit instead.
After the board voted to remove Mr. Rogers as chair, he struck back by replacing the five independent directors who had opposed him through a written resolution, without holding a shareholder meeting. The company challenged the legality of reconstituting the board in this manner. For about two weeks, Rogers Communications essentially had two boards, each claiming to be the legitimate one, until a B.C. judge ruled that Mr. Rogers’s move to replace the directors through a shareholder resolution is valid.
The future of the telecom and media giant’s senior leadership team remains unclear. One executive publicly suggested he would leave Rogers if Mr. Natale were no longer CEO, and The Globe previously reported that Mr. Rogers’s earlier plan involved nine senior executives following Mr. Natale out the door.
Mr. Rogers offered an apparent olive branch to Mr. Natale after the court ruling, saying the CEO had the board’s full support. But the detente broke down over Mr. Rogers’s insistence that Mr. Staffieri be reinstated as CFO, according to two sources familiar with the matter.
The Globe is not identifying the sources because they are not authorized to speak publicly about the issue.
In the press release announcing the change, Mr. Rogers thanked Mr. Natale for “paving the way” for the Shaw deal. In the same release, Mr. Natale said he was “grateful for the opportunity” to lead Rogers “through a critical time in its history.” Mr. Rogers also praised Mr. Staffieri’s “track record for results” and his “strong operational execution” and said that the former CFO was a “key part” of the Shaw deal. Meanwhile, Mr. Staffieri said he looked forward to building on Ted Rogers’s legacy. The company said its board has begun a search for a permanent CEO and that Mr. Staffieri will be a candidate for the role.
Loretta, Martha and Melinda said in a statement that they voted against removing Mr. Natale, which creates “great uncertainty” for the company, its employees and the Shaw takeover. “We are very disappointed that Edward has driven the termination of Joe Natale as RCI’s CEO,” the statement said. “This is simply another instance in which Edward has placed his desire for unchecked control over RCI ahead of basic good governance and responsible corporate stewardship.”
Robert Gemmell, the company’s lead director, said the board met Tuesday evening “to resolve outstanding management issues, express a renewed commitment to operational and financial excellence, and expedite the closing of the transformational Shaw transaction.”
Mr. Gemmell said the board worked “earnestly and in good faith” with Mr. Natale to establish a “constructive working relationship” that would see Mr. Natale stay on through the closing of the takeover. However, an agreement could not be reached, Mr. Gemmell said.
In documents filed with the B.C. Supreme Court, Mr. Rogers, who is also chair of the family trust that controls the Toronto-based telecom, said he has harboured concerns about Mr. Natale’s performance for the past two years. Mr. Rogers cited the company’s stock price, which has lagged peers BCE Inc. and Telus Corp., and said he was worried about Mr. Natale’s ability to lead the company after the Shaw takeover.
In an affidavit, Loretta Rogers accused her son of misleading her and the board about the company’s performance under Mr. Natale.
In an Oct. 26 statement, then-chair John MacDonald said Mr. Rogers presented an “unfortunate and one-sided view of events. … Any suggestion that the board had pervasive and serious performance concerns at Rogers are utterly false, especially in the context of a business that had been materially and disproportionately impacted by the pandemic.”
Court documents also revealed that Mr. Rogers planned to promote Dave Fuller, the president of the company’s wireless division, to wireless chief operating officer. Mr. Fuller, who worked with Mr. Natale at Telus Corp. and joined Rogers this year, said in an affidavit that he was unaware of the plan and suggested he would leave the company if Mr. Natale were unseated. “He is the only reason I joined RCI, and I do not wish to work for any other CEO,” Mr. Fuller said.
Mr. Fuller could not immediately be reached for comment.
The ouster of Mr. Natale from Rogers marks the telecom veteran’s second dramatic fall from power in the industry.
In 2014, long-time Telus CEO Darren Entwistle announced he was stepping aside to allow Mr. Natale, then the company’s chief commercial officer, to take the helm. Mr. Natale, who launched a management consulting firm in his mid-20s, then sold it to KPMG and joined that firm, had moved to Telus in 2003, working from the company’s offices in Toronto. However, while Telus had groomed Mr. Natale for the top job, the company said Mr. Entwistle would stay on as executive chairman and oversee high-level strategic, operational and executive succession planning matters.
The unusual management structure effectively made the two men co-CEOs, and the arrangement did not last long. During a board meeting at the company’s Vancouver headquarters only 15 months into his stint as Telus CEO Mr. Natale was blindsided by the news he was out.
With Mr. Entwistle back at the helm, Telus blamed Mr. Natale’s refusal to move his family from Toronto to Vancouver for the upheaval.
Regardless, the shake-up at Telus set the table for another round of succession drama at rival Rogers.
In October, 2016 Guy Laurence was less than three years into his job as CEO at the company. Mr. Rogers had personally recruited the bombastic British transplant from Vodafone Group Plc to replace Nadir Mohamed, who had run the company since the death of Ted Rogers in late 2008, but relations between Mr. Laurence and the Rogers family had grown strained after he shunted Edward and Melinda out of their management roles.
In a move strikingly similar to Mr. Natale’s later ouster, Mr. Rogers summarily axed Mr. Laurence without consulting the board, according to an affidavit filed by Mr. Macdonald, part of the group of directors replaced by Mr. Rogers last month. “Guy Laurence was abruptly terminated by Edward without any advance notice or discussion with the board,” he wrote. “The board was not involved in any aspect of that termination except approving the termination package and it was not involved in the search for the new chief executive officer.”
It was Mr. Rogers who first called Mr. Natale earlier that summer to enquire if he would be interested in leading the company his father built. After a delay due to negotiations over Mr. Natale’s non-compete agreement with Telus, during which time then-chairman Alan Horn served as interim-CEO, Mr. Natale joined Rogers in April 2017.
At Telus Mr. Natale had been a driving force behind the company’s “customer first” philosophy and at Rogers he vowed to “obsess” over fixing Rogers’ strained relationship with its customers, continuing an effort set in motion by his predecessor.
The way events of the last two months unfolded was akin to the worst fears of Ted Rogers when he set up the family control trust as part of a byzantine succession structure meant to impose “checks and balances” on how the company he built would be run after his death.
“Heaven forbid there arises a situation when the majority of the board of Rogers Communications Inc. are totally opposed to the interests of the Rogers family as represented by the Control Trust Chair,” he wrote in a confidential “memorandum of wishes” he left to the trust’s advisory committee and which was included in his wife Loretta Rogers’ affidavit. “It is hard to speculate on what type of issue could result in this ‘worst of all options’” he added, before listing a variety of potential problem scenarios including “the continuance of a CEO.”
The focus for the company now turns to the Shaw deal, which requires approval from three federal agencies. Canada’s telecom regulator is set to hold a hearing into the matter on Nov. 22.
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