Edward Rogers strikes back, seeks to remake Rogers board

In the latest twist in an increasingly public rift in one of Canada's largest telecommunications, Edward Rogers -- chair of the Rogers Communications Inc. Board of Directors until he was removed from the position Thursday -- has announced that he will seek to remake the Rogers Board of Directors, using his position as chair of the Rogers Control Trust, the controlling shareholder of the company. In a statement issued late Thursday night, Edward Rogers wrote that he "believes that it would be in the best interests of RCI to reconstitute the board," and would seek to remove John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob and John MacDonald from the board. MacDonald was appointed chair of the Board of Directors in a Thursday evening announcement, replacing Edward Rogers, the son of company founder Ted Rogers. In the Thursday night statement from Edward Rogers, the deposed chair of the board announced that he would seek to replace the five board members with Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr. According to the statement, the Rogers Control Trust -- chaired by Edward Rogers -- has authored a shareholder resolution to remake the company's board of directors, which is "effective after (i) it has been submitted to registered Class A Shareholders and (ii) it has been signed by Class A Shareholders representing at least 66.66 per cent of the outstanding Class A Shares." The statement, which said the resolution will be signed and delivered to the company Friday, also indicated that the Rogers Control Trust -- alongside "private Rogers family holding companies controlled by the Control Trust" -- owns some 97.53 per cent of issued and outstanding Class A shares in the company. In a Friday morning statement, the company itself said it is "not aware of this mechanism ever having been utilized in respect of a public company in Canada." "Directors of public companies are invariably removed at meetings of shareholders that are convened after proper notice and disclosure has been provided to all shareholders, and they have had an opportunity to consider the information and make an informed decision. This process generally takes several months or happens at the company’s annual meeting," the company's statement read. "The company is concerned that its controlling shareholder, the Rogers Control Trust, would seek to make such a fundamental change to the company’s independent governance framework in this unprecedented manner." The statement added that if and when it receives documentation from the Rogers Control Trust, the company "will consult with its counsel regarding the legality of this course of action." Edward Rogers was removed from his position as chair of the Board of Directors following a failed attempt to oust CEO Joe Natale and replace him with former chief financial officer Tony Staffieri. Staffieri left the company in September.

Edward Rogers strikes back, seeks to remake Rogers board

Broadcast | October 22, 2021

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Edward Rogers strikes back, seeks to remake Rogers board

Broadcast | October 22, 2021

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