Ousted Rogers Communications Inc. (RCI) Chairman Edward Rogers appears to be proceeding with his play to remove five members of the company’s Board of Directors and replace them with his own preferred candidates.
The company confirmed Friday that it had received a written resolution from the Rogers Control Trust, the family trust that controls 97% of RCI Class A voting shares, proposing the removal of five independent directors in order to replace them with Trust appointees. Rogers said it had reviewed the resolution with its external legal counsel and determined it invalid.
Edward Rogers’ proposed candidates include broadcast executive Ivan Fecan, former Rogers executive Jan Innes, Toronto real estate executive Michael Cooper, financier Jack Cockwell, and John Kerr.
They would replace newly-named Chairman John A. MacDonald, John Clappison, David Peterson, Bonnie Brooks, and Ellis Jacob. The reconfigured RCI board would include Robert Dépatie, Robert Gemmell, Alan Horn, Phil Lind, Edward Rogers, Melinda Rogers-Hixon, Martha Rogers, Loretta Rogers, and current President & CEO Joe Natale, in addition to the new appointees.
The move would tilt the power balance in Edward Rogers favour with the support of Lind, the late Ted Rogers’ right-hand man, and longtime RCI executive Horn, giving him eight votes on the 14-person board.
MacDonald issued a statement Saturday morning nullifying a purported meeting of the reconstituted board being held this weekend.
“The proposal by Mr. Edward Rogers to hold a purported Board meeting with his proposed slate of directors this weekend does not comply with laws of British Columbia, where Rogers Communications Inc. is incorporated, and is therefore not valid. 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,” MacDonald stated in the release.
“To protect the best interests of the company and all shareholders, the board and its duly elected directors will continue to ensure that Rogers fully complies with the rules and procedures of proper corporate governance,” he continued.
In the meantime, Natale issued his own statement Saturday affirming management’s ongoing commitment to shareholders as the company works toward closing a proposed $26 billion takeover of Shaw Communications.
“I, together with my management team at Rogers, share a deep and resolute commitment to all our shareholders and hold the trust they place in us as paramount,” said Natale. “We continue to work hard every day to serve the needs of 15 million Canadians, support our hard-working teams across the country and create value for all our shareholders. My team and I are proud of the incredible commitment of our 24,000 strong team members who work tirelessly to serve our customers each day. We remain fully focused on successfully coming together with Shaw to deliver the next phase of Rogers’ strategic growth and better serve Canadians in communities from coast to coast.”
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