Rogers 2007 Annual Report Download - page 109

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ROGERS COMMUNICATIONS INC. 2007 ANNUAL REPORT 105
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(A) CAPITAL STOCK:
(i) Preferred shares:
Rights and conditions:
There are 400 million authorized Preferred shares without par
value, issuable in series, with rights and terms of each series
to be fixed by the Board of Directors prior to the issue of
such series. The Preferred shares have no rights to vote at any
general meeting of the Company. No Preferred shares have
been issued.
(ii) Common shares:
Rights and conditions:
On Oc tobe r 30 , 20 06 , subj ec t to sha reholde r approval, the Board
of Directors approved a resolution effecting a two-for-one
split of the Company’s Class A Voting and Class B Non-Voting
shares where shareholders of record as of the close of business
on December 29, 2006, would receive one additional share of
the relevant class for each share held upon distribution. The
Board also approved resolutions, again subject to shareholder
approval, increasing the maximum number of Class A Voting
shares authorized to be issued by 56,233,894 and requiring
that all of the authorized and issued and fully paid Class B
Non-Voting shares with a par value, prior to the split, of
$1.62478 each be changed into shares without par value. These
resolutions were approved at a shareholder meeting held on
December 15, 2006.
All prior period common stock and applicable share and
per share amounts have been retroactively adjusted to reflect
the split.
Reflecting the approval of these resolutions, there are
112,474,388 authorized Class A Voting shares without par value.
Each Class A Voting share is entitled to 50 votes per share. The
Class A Voting shares are convertible on a one-for-one basis
into Class B Non-Voting shares.
There are 1.4 billion authorized Class B Non-Voting shares.
T he A rt icl es o f C ont inu an ce o f t he C om pan y u nd er t he C om pa ny
Act (British Columbia) impose restrictions on the transfer,
voting and issue of the Class A Voting and Class B Non-Voting
shares in order to ensure that the Company remains qualified
to hold or obtain licences required to carry on certain of its
business undertakings in Canada.
The Company is authorized to refuse to register transfers of
any shares of the Company to any person who is not a Canadian
in order to ensure that the Company remains qualified to hold
the licences referred to above.
(B) DIVIDENDS:
During 2006 and 2007, the Company declared and paid the following
dividends on each of its outstanding Class A Voting and Class B
Non-Voting shares:
19. SHAREHOLDERS’ EQUITY:
(C) ACTUAL CONTRIBUTIONS TO THE PL ANS FOR THE YEARS
ENDED DECEMBER 31, 2007 AND 2006 ARE AS FOLLOWS:
Employer Employee Total
2007 $ 29 $ 18 $ 47
2 0 0 6 28 15 43
Expected contributions by the Company in 2008 are estimated to
be $35 million.
Employee contributions for 2008 are assumed to be at levels similar
to 2007 on the assumption staffing levels in the Company will
remain the same on a year-over-year basis.
(D) EXPECTED CASH FLOWS:
Expected benefit payments for funded and unfunded plans for
fiscal year ending:
Certain subsidiaries have defined contribution plans with total
pension expense of $2 million in 2007 (2006 – $2 million).
2008 $ 31
2009 31
2010 32
2011 32
2012 33
159
Next five years 175
$ 334