Rogers 2012 Annual Report Download - page 20

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INSPIRE
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CORPORATE GOVERNANCE
Rogers Communications’ Board of Directors is strongly committed to
sound corporate governance and continually 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 capital 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 experienced North American business leaders.
The Rogers Communications Board believes that the Company’s
governance and risk management systems are effective and that
there are appropriate structures and procedures in place.
The composition of our Board and structure of its various committees
are outlined in the table 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, financial controls, risk management
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.
AUDIT CORPORATE
GOVERNANCE
NOMINATING COMPENSATION EXECUTIVE FINANCE PENSION
AS OF FEBRUARY 14, 2013
Alan D. Horn, CA
Philip B. Lind, CM
Martha L. Rogers
Peter C. Godsoe, O.C., O. Ont.
John A. MacDonald
Melinda M. Rogers
C. William D. Birchall
Isabelle Marcoux
Dr. Charles Sirois
Stephen A. Burch
Nadir H. Mohamed, FCA
John H. Tory, O. Ont.
John H. Clappison, FCA
The Hon. David R. Peterson, PC, QC
Thomas I. Hull
Loretta A. Rogers
Edward S. Rogers
CHAIR • MEMBER BOARD OF DIRECTORS AND ITS COMMITTEES
16 ROGERS COMMUNICATIONS INC. 2012 ANNUAL REPORT