World

Rogers: Edward Rogers seeks to assert control

TORONTO –


Rogers Communications Inc. has declared invalid an try by Edward Rogers to interchange 5 members of the corporate’s board of administrators after in search of authorized recommendation, board chairman John MacDonald mentioned in an announcement Friday night.


Former chairman Edward Rogers, who was faraway from the place Thursday however has retained his board seat, is in search of to claim management over the telecommunications big in an escalating combat with the corporate.


The combat broke out after Edward Rogers unsuccessfully tried to place former chief monetary officer Tony Staffieri into the CEO function and substitute different members of the management workforce, in keeping with media studies.


A number of studies say the plan to interchange firm CEO Joe Natale was blocked by different board members, together with Edward Rogers’ sisters and mom, and his try at shaking up the agency led to him being changed as chairman.


However Edward Rogers, who stays chairman of the household’s Rogers Management Belief, will not be giving up. In a information launch late Thursday, he introduced his plan to take away unbiased administrators John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob and MacDonald from the corporate’s board.


Of their place, he named Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr as the brand new administrators.


Richard Leblanc, a professor of governance, regulation and ethics at York College, mentioned efficiently countering the transfer to interchange the administrators can be powerful, if not inconceivable.


The issue lies in how the corporate was arrange by the late Ted Rogers, who organized it in order that his household belief controls 97 per cent of the agency’s class A voting shares, Leblanc mentioned.


His intention was to make sure his firm stays in his household’s palms and to make it troublesome to oust his family members or dilute their management.


“That is the brilliance of Ted Rogers and why he likened being chairman of the belief to being the president of america,” LeBlanc mentioned.


“There’s plenty of authority.”


One of many few methods management might be wrested away from Edward Rogers is that if he loses his function as chairman of the belief, which has a 10-person advisory board, Leblanc mentioned.


To oust him, two-thirds of the board would wish to assist the transfer.


A elimination appears unlikely as a result of Edward Rogers seems to have assist from at the least two belief board members, who aligned themselves with him on Friday.


“I labored alongside Ted for many of my 53 years at RCI and am supportive of the adjustments which were introduced in the present day,” mentioned Phil Lind, a former vice-chairman at Rogers, who wrote a e-book about being Ted’s “Proper Hand Man.”


“My main focus going ahead is to help the members of the Rogers and Shaw groups to make sure a profitable completion of the transaction.”


Alan Horn, who mentioned he began working with Ted in 1979, additionally backs Edward Rogers.


“I look ahead to working with Edward, the Rogers household, and the reconstituted board to assist the corporate full its game-changing transaction with Shaw,” he mentioned in an announcement.


If Edward Rogers, Horn and Lind assist him as chairman, the seven remaining board members must assist his elimination to safe the two-thirds majority.


Leblanc mentioned it would not shock him if Edward Rogers garnered further supporters, giving him sufficient votes to maintain his function.


“A number of administrators which might be on these kind of boards have informed me that their function as a director is to offer counsel, however on the finish of the day, the founder has the authority and also you owe your board seat to founder, so its founder’s manner or the freeway,” mentioned Leblanc.


This may be very true at an organization like Rogers, the place an unconventional company governance construction, little turnover and a scarcity of unbiased committees and chairs supply fewer checks and balances, he mentioned.


“They’ve administrators on the board which might be over-tenured, which were there longer than 9 years or considerably longer,” Leblanc mentioned. “I believe one director, who’s a former politician, has been on the board 30 years.”


The corporate moved towards introducing some further company governance controls on Thursday when it launched an govt oversight committee.


The corporate mentioned earlier Friday it was involved that the belief would search to make such a elementary change in such an uncommon manner.


In its night assertion, the corporate confirmed it had “obtained a written decision from the Rogers Management Belief purporting to take away 5 of the unbiased administrators of Rogers and substitute them with nominees of the Rogers Management Belief.”


The corporate reviewed the decision with exterior authorized counsel, it mentioned, “and has decided the decision is invalid.”


“Accordingly,” reads the assertion, “the Board of Administrators of Rogers, together with its unbiased administrators, stay unchanged.”


It reiterated Natale’s dedication to driving enterprise efficiency and finishing its proposed merger with Shaw Communications Inc.


Rogers is awaiting regulatory approvals for a $26-billion deal for the Calgary-based firm that it signed earlier this 12 months.


Whereas RBC Dominion Securities Inc. analyst Drew McReynolds referred to as the current board and household dynamics “an pointless distraction,” he mentioned in a notice that he assumes the Rogers-Shaw deal nonetheless has “unwavering assist” from shareholders.


In an emailed assertion, Shaw’s govt chairman and CEO Brad Shaw mentioned he wished to “reiterate our dedication to the takeover.”


“It is a Rogers household and board matter and out of respect for the Rogers household, it isn’t applicable for Shaw Communications to touch upon current developments,” he mentioned.


Leblanc would not suppose the Shaw deal will change into a casualty of the current drama, however mentioned he has by no means seen something just like the disagreement unfolding between the corporate and Edward Rogers. He likened it to a “cleaning soap opera,” however mentioned a decision is probably going on its manner.


“Come what may, it seems like we will come to a little bit of a showdown within the subsequent day or two and even in the present day, and hopefully one choice can be made after which everyone has to … rally across the last set of administrators, whoever they could be.”


This report by The Canadian Press was first printed Oct. 22, 2021.

Source link

news7h

News7h: Update the world's latest breaking news online of the day, breaking news, politics, society today, international mainstream news .Updated news 24/7: Entertainment, Sports...at the World everyday world. Hot news, images, video clips that are updated quickly and reliably

Related Articles

Back to top button