Edward Rogers’s reconstituted board reappoints him as chair

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Edward Rogers was reappointed chair of Rogers Communications Inc. at a Sunday board meeting that was called invalid by three rival family members as well as the five company directors who Mr. Rogers says he has now replaced.

Mr. Rogers is at odds with his mother and two sisters over which independent directors sit on the company’s board. The power struggle at Canada’s largest wireless carrier erupted after Mr. Rogers attempted to unseat CEO Joe Natale and remove other executives. The company is in the middle of a $26-billion takeover of Shaw Communications Inc.

Mr. Rogers was ousted last week as board chair but remains at the helm of the family trust that controls the company through its ownership of 97.5 per cent of voting class A shares. He responded by announcing plans to replace the five independent directors who opposed his attempt to overhaul the company’s management team with Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr.

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“The board expressed disappointment that some within the company have resisted recognizing the change of directors that took effect on Friday morning,” Mr. Rogers’s board said in a statement late Sunday.

The two sides are at loggerheads over the legality of replacing independent directors without holding a shareholder meeting. Mr. Rogers has said that the law in British Columbia, where Rogers is incorporated, allows this change to be made through a written resolution – an assertion that the other directors challenge.

Mr. Rogers said he plans to initiate proceedings in the B.C. Supreme Court to “confirm and implement” the written resolution.

The five directors who Mr. Rogers says he has removed from the board, as well as three Rogers family members who are also company directors, said in a statement that they “unequivocally support Joe Natale as CEO and support his management team.”

“No other group of individuals has any authority to purport to act as the Board of Directors of Rogers Communications Inc.,” said the statement on behalf of Loretta Rogers, Melinda Rogers-Hixon, Martha Rogers, John MacDonald, John Clappison, David Peterson, Bonnie Brooks and Ellis Jacob.

Rogers family matriarch, Loretta Rogers, on Sunday urged her son to back down and declared the board meeting, which took place at 7 p.m. at the company’s Toronto head office, invalid.

“Edward unfortunately continues to proceed down a misguided and miscalculated path which leads nowhere productive and puts his own interests ahead of those of Rogers employees, customers and shareholders,” she said in an e-mailed statement.

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“He should stop immediately, as his behaviour simply serves to underscore his seemingly wanton disregard for good governance.”

The notice of Sunday’s board meeting, which was viewed by The Globe, is signed by Mr. Rogers and directors and long-time Rogers family advisers Phil Lind and Alan Horn.

The majority of the Rogers board voted last week to appoint Mr. MacDonald, a telecom industry veteran, as chair in place of Mr. Rogers. Mr. MacDonald called Mr. Rogers’s Sunday board meeting “invalid” under B.C. laws.

“Accordingly, the purported board meeting and anything that may arise from such a meeting is also invalid. It is disappointing that the former chairman is attempting to act unilaterally without regard for the interests of the company and all of Rogers’ shareholders,” Mr. MacDonald said in a statement.

Deputy chair Ms. Rogers-Hixon said the Rogers board remains the same as it was last week, with the only difference being that Mr. MacDonald is now the chair.

“Ted contemplated truly serious situations like this one with great care in his wishes,” Ms. Rogers-Hixon said in a statement, referring to her father and the company’s late founder, Ted Rogers.

“Apart from the law, which is clear, he instructed that the drastic action of removing a board director should only occur at a properly constituted meeting of shareholders. That remains the only appropriate means for changing the directors of our company,” Ms. Rogers-Hixon said.

Robert Gemmell, the lead director of Mr. Rogers’s new board, said in a statement Sunday that he fully supports the changes that have been made.

“The board must have absolute alignment in their duties to ensure the business is strategically positioned and effectively managed,” Mr. Gemmell said. “To do that, the board must be independent of management and that is now the case. I am excited for what the future holds at Rogers Communications,” he added.

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