Rogers 2013 Annual Report Download - page 23

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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 Human Resources 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, O.C., O. Ont.
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
company’s continued success, making business sense, and benefiting all shareholders.
ALAN D. HORN, CPA, CA
CHAIRMAN OF THE BOARD
ROGERS COMMUNICATIONS INC.
ROGERS GOOD GOVERNANCE PRACTICES
For a complete description of Rogers corporate governance structure
and practices and biographical information of our Directors and copies
of our annual information circular and proxy, go to rogers.com/investors
SEPARATION OF CEO
& CHAIRMAN ROLES
INDEPENDENT
LEAD DIRECTOR
FORMAL CORPORATE
GOVERNANCE POLICY
& CHARTERS
CODE OF BUSINESS
CONDUCT &
WHISTLEBLOWER
HOTLINE
DIRECTOR SHARE
OWNERSHIP
GUIDELINES
BOARD & COMMITTEE
IN CAMERA
DISCUSSIONS
ANNUAL REVIEWS
OF BOARD & DIRECTOR
PERFORMANCE
AUDIT COMMITTEE
MEETINGS WITH
INTERNAL & EXTERNAL
AUDITORS
ORIENTATION
PROGRAM FOR
NEW DIRECTORS
REGULAR BOARD
EDUCATION SESSIONS
COMMITTEE
AUTHORITY TO
RETAIN INDEPENDENT
ADVISORS
DIRECTOR MATERIAL
RELATIONSHIP
STANDARDS
2013 ANNUAL REPORT ROGERS COMMUNICATIONS INC. 19