Rogers 2013 Annual Report Download - page 75

MANAGEMENT’S DISCUSSION AND ANALYSIS
Governance and Risk Management
GOVERNANCE AT ROGERS
Rogers is a family-founded, family-controlled company, and we take
pride in our proactive and disciplined approach to ensuring that our
governance structure and practices instil the confidence of our
shareholders.
With the passing in December 2008 of our founder and previous CEO,
Ted Rogers, his voting control of Rogers Communications passed to a
trust whose beneficiaries are members of the Rogers family. The trust
holds voting control of Rogers Communications for the benefit of
successive generations of the Rogers family. The Rogers family are
substantial stakeholders, and owned approximately 28%of our equity
as of December 31, 2013.
Our Board of Directors is made up of four members of the Rogers
family, and another 13 directors who bring a mix of experience as
business leaders in North America. All of our directors are firmly
committed to strong oversight and the ongoing creation of shareholder
value. The Board as a whole is committed to sound corporate
governance, and continually reviews its governance practices and
benchmarks them against acknowledged leaders and evolving
legislation. The Board believes that Rogers’ governance system is
effective and that there are appropriate structures and procedures in
place.
Governance Best Practices
The majority of our directors are independent and we have adopted
many best practices for effective governance:
• 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 programs for new directors
• Regular Board education sessions
• Committee authority to retain independent advisors
• Director material relationship standards.
We comply with corporate governance guidelines and standards as a
Canadian public company listed on the TSX and as a foreign private
issuer listed on the NYSE in the US.
Board Oversight
The Board delegates certain responsibilities to its seven standing
committees to ensure proper oversight and accountability:
•Audit Committee – reviews our accounting policies and practices,
the integrity of our financial reporting processes and procedures and
the financial statements and other relevant disclosure for release
to the public. It also assists the Board in its oversight of our
compliance with legal and regulatory requirements for financial
reporting, and assesses our internal accounting and financial control
systems and the qualifications, independence and work of our
internal and external auditors.
•Corporate Governance Committee – assists the Board so it has
appropriate systems and procedures for carrying out its
responsibilities. This committee develops governance policies and
practices and recommends them to the board for approval, and leads
the Board in its periodic review of board and committee
performance.
•Nominating Committee – identifies prospective candidates to serve
on our Board. Nominated directors are either elected by shareholders
at a meeting, or appointed by the Board. The committee also
recommends nominees for each Board committee, including each
committee chair.
•Human Resources Committee – assists the Board in monitoring,
reviewing and approving compensation and benefit policies and
practices. It is also responsible for recommending the compensation
of senior management and monitoring the senior executive
succession plan.
•Executive Committee – assists the Board in discharging its
responsibilities between meetings, including to act in such areas as
specifically designated and authorized at a preceding board meeting
to consider matters that may arise from time to time.
•Finance Committee – reviews our investment strategies and general
debt and equity structure and reports on them to the Board.
•Pension Committee – oversees the administration of our retiree
pension plans and reviews the investment performance and
provisions of the plans.
You can find more details about governance at Rogers in the Investor
Relations section of our website (rogers.com/governance), including:
• a complete statement of our corporate governance practices
• our codes of conduct and ethics
• full committee charters
• director biographies
• a summary of the differences between the NYSE corporate
governance rules that apply to US-based companies and our
governance practices as a non-US-based issuer listed on the NYSE.
2013 ANNUAL REPORT ROGERS COMMUNICATIONS INC. 71