Rogers 2015 Annual Report Download - page 16

Alan D. Horn, cpa, ca
Charles Sirois
C. William D. Birchall
Bonnie R. Brooks
Stephen A. Burch
John H. Clappison, fcpa, fca
Guy Laurence
Philip B. Lind, cm
John A. MacDonald
Isabelle Marcoux
The Hon. David R. Peterson, pc, qc
Edward S. Rogers
Loretta A. Rogers
Martha L. Rogers
Melinda M. Rogers
Chair Member
Board of Directors and its Committees
As of February 11, 2016
Corporate Governance
Audit
and Risk
Corporate
Governance
Nominating Human
Resources
Executive Finance Pension
Rogers Communications Inc.’s Board of Directors (the Board)
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condenceofthepubliccapitalmarkets.
With the December 2008 passing of Company founder and
CEO Ted Rogers, his voting control of Rogers Communications
Inc. passed to a trust, of which members of the Rogers family
arebeneciaries.ThistrustholdsvotingcontrolofRogers
CommunicationsInc.forthebenet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benetfromhaving
outside directors who are experienced North American
business leaders.
The 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.Atthislink,youwillnd
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 and Risk Committee reviews the Company’s
accounting policies and practices, the integrity of the
Company’snancialreportingprocessesandprocedures
andthenancialstatementsandotherrelevantdisclosures
for release to shareholders and the public. The Committee
also assists the Board in its oversight of the Company’s
compliance with legal and regulatory requirements relating
tonancialreportingandassessestheaccountingsystems,
nancialcontrolsystemsandevaluatesthequalications,
independence and work of both external and internal
auditors. It also reviews risk management policies and
associated processes to identify major risk exposures.
The Corporate Governance Committee assists and makes
recommendations to ensure the Board 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.
14 ROGERS COMMUNICATIONS INC. 2015 ANNUAL REPORT