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Cable Tech

Ousted Rogers chairman declares he's been re-elected by hand-picked board

The family feud focused on who will win ultimate control of Canada's Rogers Communications took another turn over the weekend and into Monday as the ousted chairman, Edward Rogers, declared that he was re-elected as chairman by a board that includes five of his hand-picked members.

As head of the family trust controlling 97% of the voting shares in Rogers Communications, Edward Rogers believes he has the power and authority to replace directors immediately through a resolution rather than a traditional vote at a shareholder meeting, Bloomberg points out.

Rogers Communications quickly countered that Edward Rogers' move is illegitimate. His "purported" board meeting "does not comply with laws of British Columbia," where the company is incorporated, and "is therefore not valid," Rogers Communications said in a statement. "Accordingly, the purported Board meeting and anything that may arise from such a meeting is also invalid."

The company continued: "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."

This activity comes days after the Rogers Communications board ousted Edward Rogers as chairman, and replaced him with John MacDonald. Edward Rogers, who remains in charge of the family trust that controls the Toronto-based company, then moved to replace five company directors (John Clappison, David Peterson, Bonnie Brooks, Ellis Jacobs and MacDonald) with his own handful of nominees (Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr).

Prior to the meeting, Loretta Rogers, Edward Rogers' mother, and his two sisters, Martha Rogers and Melinda Rogers-Hixon, as well as a handful of independent directors, stated that they remain "duly elected members" of the company board and represent the majority of the board members.

"No other group of individuals has any authority to purport to act as the Board of Directors of Rogers Communications Inc.," they stated.

In a series of tweets, Martha Rogers amplified that view, holding that her brother Edward may as well appoint "himself the King of England," and that she is "going to fight like hell" for Rogers' 24,000 employees.

Martha Rogers also had some thoughts about the situation being portrayed in the press as a "family feud."

Rogers Communications President and CEO Joe Natale issued a statement that the company remains "fully focused" on completing its proposed merger with fellow Canadian operator Shaw Communications.

Amid this ongoing power struggle, Edward Rogers reportedly tried, but failed, to oust Natale earlier this year and replace him with then-CFO Tony Staffieri.

Update: It's not clear who will come out on top. Edward Rogers "has a good chance of getting his way, eventually," Bloomberg surmises, noting that, per the company's disclosures, Edward Rogers, as head of the Rogers Control Trust, holds the votes that elect the Rogers board. "Edward's sisters and mother can't remove him from that position unless they get seven of 10 votes on the trust's advisory committee, and right now, it doesn't appear that they can," the report adds.

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— Jeff Baumgartner, Senior Editor, Light Reading

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