Rogers 2013 Annual Report Download - page 22

Download and view the complete annual report

Please find page 22 of the 2013 Rogers annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 132

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132

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 the
appropriate structures and procedures are 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
available 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 – 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 it 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 HUMAN
RESOURCES
EXECUTIVE FINANCE PENSION
AS OF FEBRUARY 11, 2014
Alan D. Horn, CPA, CA
Guy Laurence
Martha L. Rogers
Peter C. Godsoe, O.C., O. Ont.
Philip B. Lind, CM
Melinda M. Rogers
C. William D. Birchall
John A. MacDonald
Dr. Charles Sirois
Stephen A. Burch
Isabelle Marcoux
John H. Tory, O. Ont.
John H. Clappison, FCPA, 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
CORPORATE GOVERNANCE
18 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT