Rogers 2011 Annual Report Download - page 131

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 Rogers Communications Board believes that the Company’s
governance system is effective and that there are appropriate structures
and procedures in place.
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.
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 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.
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 monitoring 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 GOOD GOVERNANCE PRACTICES
> Separation of CEO and Chairman Roles
> Independent Lead Director
> Formal Corporate Governance Policy and Charters
> Code of Business Conduct and Whistleblower Hotline
> Director Share Ownership Guidelines
> Board and Committee In Camera Discussions
> Annual Reviews of Board and Director Performance
> Audit Committee Meetings with Internal and External Auditors
> Orientation Program for New Directors
> Regular Board Education Sessions
> Committee Retention of Independent Advisors
> Director Material Relationship Standards
For more information, go to rogers.com/governance
for a complete description of Rogers’ corporate governance
structure and practices, biographical information of our
Directors and copies our annual information circular and proxy.
2011 ANNUAL REPORT ROGERS COMMUNICATIONS INC. 127