Rogers 2015 Annual Report Download - page 68

MANAGEMENT’S DISCUSSION AND ANALYSIS
• director share ownership guidelines;
• Board and committee in camera discussions;
• annual reviews of Board and director performance;
• Audit and Risk Committee meetings with internal and external
auditors;
• orientation programs for new directors;
• regular Board education sessions;
• committee authority to retain independent advisors; and
• director material relationship standards.
We comply with all 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 and Risk 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, assesses our
accounting and financial control systems, and evaluates the
qualifications, independence, and work of our internal and
external auditors. It also reviews risk management policies and
associated processes to identify major risk exposures.
• Corporate Governance Committee -assists the Board to ensure
it has appropriate systems and procedures for carrying out its
responsibilities. This committee develops governance policies
and practices, 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 acting in such areas
as are 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, 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.
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
Board of Directors and its Committees
As of February 11, 2016
Audit
and Risk
Corporate
Governance
Nominating Executive Finance Pension
Human
Resources
Member
66 ROGERS COMMUNICATIONS INC. 2015 ANNUAL REPORT