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After weeks of struggle over the leadership of his family-controlled telecom company, Edward Rogers is not giving up.
The majority of the Rogers Communications Inc. board voted to remove him as chair on Thursday afternoon, but later in the evening he struck back, announcing a plan to swiftly replace five corporate directors with picks of his own, all with a view to regaining his own power.
“While I am disappointed by recent steps taken by certain (Rogers) directors to remove me as board chair, I am confident this action will be reviewed and addressed by the newly constituted board,” he said in a statement sent late Thursday.
Edward, son of the late company founder Ted Rogers, remains chair of the family trust that controls more than 97 per cent of the company’s voting shares and said that gives him the ability to swap out existing directors for his own hand-selected group.
The company responded with a news release Friday morning stating it is “not aware of this mechanism ever having been utilized in respect of a public company in Canada.”
“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.”
It said directors of public companies are “invariably” removed at shareholder meetings convened with proper notice to all parties, a process it said typically takes months. The company said it has not yet received documentation from Edward but will consult with legal counsel if and when it does.
Edward’s move comes after he tried to replace Rogers CEO Joe Natale but was voted down by the majority of the board, including his mother, Loretta, and sisters Melinda Rogers-Hixon and Martha Rogers.
The board has rallied around Natale, who is charged with shepherding the company through its $20-billion deal to acquire Shaw Communications Inc. There is growing concern the boardroom drama could interfere with government approvals or landing financing to pay for the acquisition.
Edward remained on as chair of the family trust following hours of meetings on Thursday of an advisory committee to the trust that includes numerous Rogers family members as well as Toronto Mayor John Tory. Long-time company executives and loyalists to Edward, Phil Lind and Alan Horn, are also on the advisory committee.
Edward said in a statement that his role as chair of the trust gives him the authority to remove and replace directors of the Rogers corporate board. That board controls the direction of the company, including matters such as the appointment of the CEO. He said he intends to sign and deliver a resolution to that effect to the company on Friday.
Edward Rogers said he plans to remove the following independent directors (meaning those not affiliated with the family or with management): John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob and John A. MacDonald, who was named chair of the board on Thursday.
(Peterson is also vice-chair of Torstar Corp., the company that owns the Toronto Star.)
Edward is seeking to replace them with his own set of directors, presumably aligned with his own views, naming real estate executive Michael Cooper, former Brookfield CEO Jack Cockwell, long-time Rogers government relations executive Jan Innes, media executive Ivan Fecan and John Kerr.
He did not specifically indicate whether he would still seek to replace Natale as CEO.
“(Rogers) has a strong management team and I am totally supportive of working with them on our business objectives, execution, and return to stability,” Edward said in an emailed statement from Jonathan Lowenstein of the communications firm Navigator.
“My focus, and our company’s focus, will continue to be on securing approval for the Shaw transaction. I look forward to continuing to work with Brad Shaw and the Shaw team to get that done,” Edward said, continuing, “I have every confidence that with a renewed alignment between the Trust, the board of directors, and our management team, (Rogers) is well-positioned for the future.”
The statement also contained supportive quotes from Lind and Horn, stating they backed Edward’s moves with the independent board directors.
A representative for Melinda Rogers-Hixon, who has been aligned with Loretta and Martha Rogers, was not immediately available for comment Friday morning.
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2021-10-22 13:52:30Z
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