Rogers 2009 Annual Report Download - page 125

ROGERS COMMUNICATIONS INC. 2009 ANNUAL REPORT 129
Rogers Communications’ Board of Directors is strongly committed
to sound corporate governance and continuously reviews its
governance practices and benchmarks them against acknowledged
leaders and evolving legislation. We are a family-controlled
company and take pride in our proactive and disciplined approach
towards ensuring that Rogers’ governance structures and practices
are deserving of the confidence of the public equity markets.
With the December 2008 passing of Company founder and CEO
Ted Rogers, his voting control of RCI passed to a trust of which
members of the Rogers family are beneficiaries. This trust holds
voting control of RCI for the benefit of successive generations of
the Rogers family.
As substantial stakeholders, the Rogers family is represented on
our Board and brings a long-term commitment to oversight and
value creation. At the same time, we benefit from having outside
directors who are some of the most experienced business leaders
in North America.
In the Board’s view its corporate governance model must be
appropriate to the Company’s circumstances but it believes in the
central role played by directors in the overall governance process.
The Board believes that the Company’s governance system is
effective and that there are appropriate structures and procedures
in place to ensure its independence.
The composition of our Board and structure of its various
committees are outlined on the previous page. As well, we make
detailed information of our governance structures and practices –
including our complete statement of corporate governance practic-
es, our codes of conduct and ethics, full committee charters, and
board member biographies – easily available in the corporate gov-
ernance section within the Investor Relations section of rogers.
com. Also in the corporate governance section of our website you
will find a summary of the differences between the NYSE corpo-
rate governance rules applicable to U.S.-based companies and our
governance practices as a non-U.S.-based issuer that is listed
on the NYSE.
The Audit Committee reviews the Company’s accounting policies
and practices, the integrity of the Company’s financial reporting
processes and procedures and the financial statements and other
relevant public disclosures to be provided to the public. The
Committee also assists the Board in its oversight of the Company’s
compliance with legal and regulatory requirements relating to
financial reporting and assesses the systems of internal accounting
and financial controls and the qualifications, independence and
work of external auditors and internal auditors.
The Corporate Governance Committee assists and makes
recommendations to the Board to ensure the Board of Directors
has developed appropriate systems and procedures to enable the
Board to exercise and discharge its responsibilities. To carry this
out the Corporate Governance Committee assists the Board in
developing, recommending and establishing corporate governance
policies and practices and leads the Board in its periodic review of
the performance of the Board and its committees.
The Nominating Committee assists and makes recommendations
to the Board to ensure that the Board of Directors is properly
constituted to meet its fiduciary obligations to shareholders
and the Company. To carry this out, the Nominating Committee
identifies prospective Director nominees for election by the
shareholders and for appointment by the Board and also recom-
mends nominees for each committee of the Board including each
committee’s Chair.
The Compensation Committee assists the Board in monitoring,
reviewing and approving compensation and benefit policies
and practices. The Committee is responsible for recommending
senior management compensation and for succession planning
with respect to senior executives.
The Executive Committee assists the Board in discharging its
responsibilities in the intervals between meetings of the Board,
including to act in such areas as specifically designated and
authorized at a preceding meeting of the Board and to consider
matters concerning the Company that may arise from time to time.
The Finance Committee reviews and reports to the Board on
matters relating to the Company’s investment strategies and
general debt and equity structure.
The Pension Committee supervises the administration of
the Company’s pension plans and reviews the provisions and
investment performance of the Company’s pension plans.
“ Rogers has long benefited from strong independent voices and directors in the
boardroom and sound governance structures which ensure that their influence
is real. The structure of our Board is very much intended to ensure that the
Directors and management act in the interests of all Rogers’ shareholders –
an approach that has helped ensure the continuance of strong independent
family-founded Canadian companies.”
Peter C. Godsoe
Lead Director
Rogers Communications Inc.