Rogers 2010 Annual Report Download - page 116

120 ROGERS COMMUNICATIONS INC. 2010 ANNUAL REPORT ROGERS COMMUNICATIONS INC. 2010 ANNUAL REPORT 121
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 recommends nominees for each committee of the Board
including each committee’s Chair.
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 founded and 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 Rogers Communications passed to a trust
of which members of the Rogers family are beneficiaries. This trust holds
voting control of Rogers Communications 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.
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.
See rogers.com for a complete description of Rogers’ corporate governance
structure and practices and biographical information of our Directors.
The Rogers Communications 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 above and on the following page. As well, we make detailed
information on our governance structures and practices – including our
complete statement of Corporate Governance practices, our codes of
conduct and ethics, full committee charters, and board member
biographies – easily available in the Corporate Governance section within
the Investor Relations section of rogers.com. Also in the Corporate
Governance portion of our website you will find a summary of the
differences between the NYSE corporate 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.
Corporate Governance
“ 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.
“ Over the years the Canadian economy has benefited greatly from family-founded and
controlled companies that are able to take a longer-term view of investment horizons
and general business management. At Rogers, we have successfully overlaid disciplined
corporate governance processes that strike a healthy balance of being supportive of the
business’ continued success, making business sense, and benefiting all shareholders.”
ALAN D. HORN
CHAIRMAN OF THE BOARD
ROGERS COMMUNICATIONS INC.
AUDIT CORPORATE
GOVERNANCE
NOMINATING COMPENSATION EXECUTIVE FINANCE PENSIONAs of February 16, 2011
Alan D. Horn, CA
Peter C. Godsoe, OC
Ronald D. Besse
C. William D. Birchall
Stephen A. Burch
John H. Clappison, FCA
Thomas I. Hull
Philip B. Lind, CM
Isabelle Marcoux
Nadir H. Mohamed, FCA
The Hon. David R. Peterson, PC, QC
Edward S. Rogers
Loretta A. Rogers
Martha L. Rogers
Melinda M. Rogers
William T. Schleyer
John H. Tory
Colin D. Watson
• CHAIR • MEMBER
BOARD OF DIRECTORS AND ITS COMMITTEES