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The Board endorses the principle that our
corporate governance practices (the Corporate Governance Practices) are
a fundamental part of our proper functioning as a corporation. The Board
believes that these Corporate Governance Practices enhance the interests of our
security holders, employees, customers
and of others dealing with us. These Corporate Governance Practices conform in
all substantial aspects with applicable corporate governance guidelines and
standards and take into account the following:
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Reason for Conforming |
| Sarbanes-Oxley Act of 2002 (U.S.) |
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| We are a foreign private issuer in the U.S.A. |
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| New York Stock Exchange (the NYSE) |
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| We have shares listed on the NYSE |
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| The Toronto Stock Exchange (the TSX) |
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| We have shares listed on the TSX |
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| Canadian Securities Administrators |
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| We are a reporting issuer in various jurisdictions in Canada |
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The Board closely monitors these and other
corporate governance developments and is committed to enhancing our Corporate
Governance Practices on a continuing basis. Our Corporate Governance Practices,
summarized below, respond to the disclosure required by National Instrument
58-101 — Disclosure of Corporate Governance Practices (NI 58-101)
and the guidelines set forth in National Policy 58-201 — Corporate
Governance Guidelines. This Statement of Corporate Governance Practices was
prepared by the Nominating and Corporate Governance Committee and approved by
the Board.
Composition of the Board
The Board currently has 18 members. The Board
has determined that 11 of the 18 current directors are “independent” within the meaning
of NI 58-101.
The directors who are not independent are:
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Ted Rogers, O.C. (executive officer)
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Melinda M. Rogers (daughter of Edward S. Rogers and an executive
officer)
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Philip B. Lind, C.M. (executive officer)
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Nadir Mohamed (executive officer)
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Alan D. Horn (Chair and former executive officer)
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Edward Rogers (son of Ted Rogers and an executive officer)
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Loretta A. Rogers (spouse of Ted Rogers)
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The 11 independent directors are:
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Ronald D. Besse
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C. William D. Birchall
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John H. Clappison
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Peter C. Godsoe, O.C.
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Thomas I. Hull
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Isabelle Marcoux
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The Hon. David R. Peterson, P.C., Q.C.
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William T. Schleyer
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John A. Tory, Q.C.
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J. Christopher C. Wansbrough
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Colin D. Watson
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A majority of the Board is independent.
During 2007, the independent directors met at in
camera sessions during every Board meeting without any of management or
non-independent directors. In camera sessions for the independent directors are
included as part of the agenda for director meetings in 2008.
Alan D. Horn is the Chairman of the Board and is
not an independent director. Pursuant to the Board Charter, the Board has
appointed Peter C. Godsoe, O.C. as lead director. The
lead director facilitates the functioning of the Board independently of
management of the Corporation and provides independent leadership to the Board.
For further information regarding the role and responsibilities of the lead
director, see “Role and Responsibilities of the Chair and Lead Director” in the Board
Mandate (attached to this Information Circular as Appendix A).
For further information regarding the directors,
including directorships of other reporting issuers and attendance at Board and
committee meetings, see "Business of the Meeting — Election of Directors
and Executive Compensation — Compensation of Directors" above.
Mandate of the Board
The Board has adopted a Board of Directors
Mandate (the Board Mandate) as its written mandate of directors’ duties and
responsibilities (the Board Mandate is attached to this Information Circular as
Appendix A).
Position Descriptions
The Board Mandate states the Chair’s main
responsibility as overseeing and managing and assisting the Board in fulfilling
its duties and responsibilities in an effective manner independently of
management. For that purpose, the duties of the Chair of the Board include:
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chairing Board and shareholders’ meetings;
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organizing an appropriate annual work plan and scheduled Board
meetings;
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participating in preparation of each Board meeting agenda and an
appropriate information package timely sent to each director in advance of
the meeting;
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monitoring Board committees’ work and attending committee
meetings as a non-voting participant (if not a committee member);
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assisting in the Board’s evaluation and self-assessment of its
effectiveness and implementing improvements;
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providing guidance to individual directors in discharging their
duties;
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ensuring new directors receive an orientation and education
program; and
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arranging for directors to communicate with the
Chair formally and informally concerning matters of interest to directors.
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The chairs of each board committee are
responsible to organize the affairs of such committee, chair its meetings,
provide guidance to the members of such committee, retain outside experts as
may be required and report to the Board on the work of such committee. The
mandate of the committee may also assign specific additional responsibilities
to the chair of the committee.
The Board has approved a detailed written job
description for the office of Chief Executive Officer. The Compensation
Committee will review and approve the Chief Executive Officer’s written
objectives for the current year.
Orientation and Continuing Education
It is the responsibility of the Chair of the
Board to oversee an orientation and continuing education program for the
directors. Newly appointed directors attend orientation sessions which are
intended to familiarize new directors with our business and operations,
including management structure, strategic plans, finances, opportunities and
risks. New directors have the opportunity to meet with management and other
members of the Board. New directors are also provided with a package of
detailed information concerning our affairs, including public filings. From
time to time, presentations are made by management personnel or outside experts
to educate the directors on new issues.
Ethical Business Conduct
The Board has adopted both a Directors Code of Conduct and Ethics and the Business Conduct Guidelines for Officers and Employees (the Codes). The Codes require our directors, officers and employees to disclose any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest, among other requirements.
To ensure the directors exercise independent judgment in considering transactions, agreements or decisions in respect of which a director has a material interest, the directors follow a practice whereby any such director must be absent during any board discussion pertaining thereto and must not cast a vote on such matter.
Issues arising in connection with the Codes, including conflicts of interest are reported to the Audit Committee in the case of the Business Conduct Guidelines and to the Corporate Governance Committee in the case of the Directors Code of Conduct and Ethics, which are responsible for monitoring compliance with the Code and applying and interpreting the Code in particular situations. The Audit Committee must inform the Board of any Code violation. Any waiver of a Code provision may be made only by the Board or by the Audit Committee and reported to the Board.
We have publicly filed the Codes on SEDAR and posted them on “Corporate Governance” at www.rogers.com.
Nomination of Directors
Potential candidates for director of the
Corporation are evaluated by the Nominating Committee, under the leadership of
the Chair, having regard to the candidate’s background and qualifications to
ensure that the candidate’s experience and skill are aligned with the Corporation’s
needs. In evaluating candidates, the Nominating Committee considers the
effectiveness of the Board, as a whole, and its individual members, including
their respective competencies and skills.
The Nominating Committee, which is responsible for, among other things, the identification of new candidates for the Board, is not comprised entirely of independent directors because two members, Edward Rogers and Melinda Rogers, are family members of Ted Rogers, our controlling shareholder. Because of the alignment of interests between Ted Rogers and our minority shareholders, namely the creation of value and long-term growth, the Board has determined that it is appropriate for Edward Rogers and Melinda Rogers to be members of the Nominating Committee, with the remainder of the members of the Nominating Committee being independent directors. The Board believes that the presence of a majority of independent directors on the Nominating Committee and the alignment of interests described above ensure an objective nomination process that is in the interests of all shareholders.
Summary of Responsibilities, Powers and
Operation of the Nominating Committee:
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reviews, considers and/or initiates proposals for nomination of
directors to the Board and the board of directors of wholly-owned
subsidiaries
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where appropriate, interviews proposed nominees
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assesses incumbent directors for re-nomination to the Board and/or committees of the Board
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establishes criteria for and recommends prospective members for our and our affiliates’ boards and/or committees of the boards
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The Nominating Committee has five members, a
majority of whom are independent.
Compensation
Summary of Responsibilities, Powers and Operation
of the Compensation Committee:
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approves compensation of senior officers
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reviews and recommends to the Board our executive compensation and severance policies
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reviews our compensation and benefit programs (design and
competitiveness) and senior executives’ management development and succession
planning
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sets performance objectives for the CEO and measures the CEO’s performance against these objectives
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All members of the Compensation Committee are
independent.
Board Committees
The Board has 7 permanent (or standing)
committees (the Nominating Committee and the Compensation Committee are
described above and the other five are described below). The Board may appoint
special committees to deal with specific matters. A special committee might,
for example, consider proposed material transactions between us and the
significant shareholder (or corporations he controls) or between us and our
subsidiaries. In those cases the committee would consist entirely of
independent directors who have no relationship to us or to the significant
shareholder other than as a director.
Audit Committee
The functions of the Audit
Committee are as follows:
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• reviews financial
reporting procedures (internal and external) and adequacy of internal controls
(including steps to remedy)
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• reviews significant issues, concerns or difficulties encountered during the audit process with management and auditors (internal and external)
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• reviews consolidated
financial statements (annual audited and interim unaudited)
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reviews annual and interim financial information and press releases before release of earnings
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resolves disagreements between management and external auditors regarding financial reporting
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reviews and assesses procedures for the review and timely disclosure of financial information derived from the financial statements
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selects, recommends compensation of and oversees external auditor for audit, review and attest services and recommends external auditors to be nominated for shareholders’ approval
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pre-approves audit, audit-related and non-audit services of external auditors
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assesses and reports to the Board on independence and performance of external auditors
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assesses management’s design, implementation of and reporting on internal controls
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reviews activities, organization and qualifications of the internal auditors
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reviews before release management’s discussion and analysis, annual information form and other disclosure documents containing financial information
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reviews with the general counsel, legal compliance, litigation and other legal matters
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establishes procedures for complaints regarding accounting, internal controls and auditing, including employees’ confidential anonymous concerns
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prepares annual performance evaluation of the Audit Committee and reviews with Board
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reviews annually the Audit Committee Charter (see www.rogers.com)
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meets periodically and separately with chief financial officer, internal auditors, external auditors and general counsel
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engages outside advisors as appropriate at our expense without Board or management approval
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conducts appropriate investigations
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monitors compliance with the Code of Conduct and Ethics
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reviews with senior management the controls and procedures that have been adopted by the Corporation to confirm that material information about the Corporation and its subsidiaries that is required to be disclosed under applicable law or stock exchange rules is disclosed within the required time periods
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reviews disclosures made to it by the CEO and Chief Financial Officer during their certification process for applicable securities law filings about any significant deficiencies and material weaknesses in the design or operation of the Corporation’s internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information required to be disclosed by the Corporation in the reports that it files or submits under U.S. federal securities law or applicable Canadian federal and provincial legislation and regulations within the required time periods, and any fraud, whether or not material, involving management or other employees who have a significant role in the Corporation’s internal control over financial reporting
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Please see the section entitled “Audit
Committee” of the Corporation’s Annual Information Form, available at
www.sedar.com, for additional information with respect to the Corporation’s
audit committee.
Corporate Governance Committee
The function of the Corporate Governance
Committee is as follows:
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reviews and makes recommendations regarding the Board’s approach to director independence
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develops, recommends to the Board and reviews our corporate governance practices (including Board Mandate and Code of Conduct and Ethics)
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recommends to the Board and committees the number and content of
meetings, annual work plan and schedules of issues
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reviews size and compensation of our and our affiliates’ boards
and committees
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reports to the Board as to adequacy and form of directors’
compensation
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provides orientation and education program for new directors
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evaluates annually Board and committee performance
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reviews Board committees’ mandates
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monitors policies for senior officers accepting outside
directorships, minimum share ownership for non-management directors and
confidential material information (disclosure, restricted use and insider
trading)
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oversees individual directors engaging outside advisors at our
expense
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Pension Committee
The function of the Pension Committee is as
follows:
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supervise the administration of our pension plans
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reviews our pension plans’ provisions and investment performance
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Executive Committee
The function of the Executive Committee is as
follows:
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acts under powers delegated by the Board
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approves final terms of transactions previously approved by the
Board
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monitors the implementation of policy initiatives adopted by the Board
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Finance Committee
The function of the Finance Committee is to review and report to the Board or a committee of the Board on certain matters, including:
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financings (including share issuances)
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transactions not budgeted, outside the ordinary course of
business and involving more than $50 million
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engagement of financial, investment or similar advisors in connection with transactions involving more than $100 million
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alliance, branding, licence, relationship, partnership and joint venture arrangements involving more than $50 million
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granting, issuing or assuming rights of first negotiation, first offer or first refusal involving a Rogers property or asset exceeding $300 million
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granting or assuming obligations with respect to any non-competition covenant or exclusivity undertaking involving property, assets or revenues exceeding $50 million and for a term in excess of two years
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candidates for appointments of Chief Financial Officer and Audit Committee Chair of the Corporation and our subsidiaries
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Board and Director Performance
The Corporate Governance Committee uses discussions between the Chair of the Committee and Board members and annual written questionnaires to solicit comment and evaluation from individual directors on the performance and effectiveness of the Board and its committees and recommendations for improvements. The Chair of the Committee discusses with the individual directors the effectiveness and performance of the Board and individual directors’ areas of interest and participation. The Chair also discusses with each committee chairman the mandate, effectiveness and performance of such committee. The Chair reviews the recommendations and comments of the directors with the Corporate Governance Committee.
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