Rogers 2014 Annual Report Download - page 22

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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 eective 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 at
rogers.com/governance. Also at this link you will find a summary
of the dierences 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 both external 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.
CHAIR • MEMBER
BOARD OF DIRECTORS AND ITS COMMITTEES
Corporate Governance
Alan D. Horn, ,
Charles Sirois
C. William D. Birchall
Stephen A. Burch
John H. Clappison, , 
Thomas I. Hull
Guy Laurence
Philip B. Lind, 
John A. MacDonald
Isabelle Marcoux
The Hon. David R. Peterson, , 
Edward S. Rogers
Loretta A. Rogers
Martha L. Rogers
Melinda M. Rogers
AS OF FEBRUARY 13, 2015
AUDIT CORPORATE
GOVERNANCE
NOMINATING HUMAN
RESOURCES
EXECUTIVE FINANCE PENSION
18 ROGERS COMMUNICATIONS INC. 2014 ANNUAL REPORT