Rogers 2014 Annual Report Download - page 68

MANAGEMENT’S DISCUSSION AND ANALYSIS
OFF-BALANCE SHEET ARRANGEMENTS
GUARANTEES
As a regular part of our business, we enter into agreements that
provide for indemnification and guarantees to counterparties in
transactions involving business sale and business combination
agreements, sales of services and purchases and development of
assets. Due to the nature of these indemnifications, we are unable to
make a reasonable estimate of the maximum potential amount we
could be required to pay counterparties. Historically, we have not
made any significant payment under these indemnifications or
guarantees. See note 28 to our 2014 audited consolidated financial
statements for more information.
OPERATING LEASES
We have entered into operating leases for the rental of premises,
distribution facilities, equipment and wireless towers and other
contracts. Terminating any of these lease agreements would not have a
material adverse effect on us as a whole. See “Commitments and
Other Contractual obligations” and note 29 to our 2014 audited
consolidated financial statements for quantification and more
information.
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
President and CEO, Ted Rogers, his voting control of Rogers
Communications passed to a trust, the beneficiaries of which are
members of the Rogers family. The trust holds voting control of Rogers
Communications for the benefit of successive generations of the
Rogers family via the trusts ownership of 90.9% of the outstanding
Class A Voting shares of the Company. The Rogers family are
substantial stakeholders, and owned approximately 28% of our equity
as of December 31, 2014 through its ownership of a combined total of
142 million Class A Voting and Class B shares.
Our Board of Directors is made up of four members of the Rogers
family, and another 11 directors who bring a rich mix of experience as
business leaders in North America. All of our directors are firmly
committed to firm governance, 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 all of the relevant 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
shareholders and the public. It 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. It also reviews processes to identify
major risk exposures and associated risk management policies.
• 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 senior executive succession
planning.
• 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 Board committee charters;
• director biographies; and
• 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.
64 ROGERS COMMUNICATIONS INC. 2014 ANNUAL REPORT