Rogers 2012 Annual Report Download - page 21

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INSPIRE
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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 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, OC
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’s continued success, making business sense, and benefiting all shareholders.
ALAN D. HORN, CA
CHAIRMAN OF THE BOARD
ROGERS COMMUNICATIONS INC.
2012 ANNUAL REPORT ROGERS COMMUNICATIONS INC. 17
ROGERS GOOD GOVERNANCE PRACTICES
For a complete description of Rogers’ corporate governance structure
and practices, biographical information of our Directors and copies of
our annual information circular and proxy, go to rogers.com/governance
Separation of CEO
& Chairman Roles
Code of Business
Conduct &
Whistleblower
Hotline
Annual Reviews
of Board & Director
Performance
Regular Board
Education Sessions
Independent Lead
Director
Director Share
Ownership
Guidelines
Audit Committee
Meetings with
Internal & External
Auditors
Committee Authority
to Retain Independent
Advisors
Formal Corporate
Governance Policy
& Charters
Board & Committee
In Camera Discussions
Orientation Program
for New Directors
Director Material
Relationship
Standards