Shaw 2011 Annual Report Download - page 47

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Shaw Communications Inc.
MANAGEMENT’S DISCUSSION AND ANALYSIS
August 31, 2011
contractual restrictions, are contingent upon the earnings of those subsidiaries and are subject
to various business and other considerations.
ix) Control of Shaw by the Shaw family
As at October 31, 2011 JR Shaw and members of his family and the corporations owned and/or
controlled by JR Shaw and members of his family (the “JR Shaw Group”) own approximately
79% of the outstanding Class A Shares of the Company. The Class A Shares are the only shares
entitled to vote in all shareholder matters. All of the Class A Shares held by the JR Shaw Group
are subject to a voting trust agreement entered into by such persons. The voting rights with
respect to such Class A Shares are exercised by the representative of a committee of five
trustees. Accordingly, the JR Shaw Group is, and as long as it owns a majority of the Class A
Shares will continue to be, able to elect a majority of the Board of Directors of the Company
and to control the vote on matters submitted to a vote of the Company’s Class A shareholders.
x) Information systems and internal business processes
Many aspects of the Company’s business depend to a large extent on various IT systems and
software and internal business processes. The Company is subject to risk as a result of potential
failures of, or deficiencies in, these systems or processes. Although the Company has taken
steps to reduce this risk, there can be no assurance that losses may not occur.
xi) Dividend payments
The Company currently pays monthly dividends in amounts approved on a quarterly basis by the
Board of Directors. At the current approved dividend amount, the Company would pay
approximately $400 million in dividends during 2012. While the Company expects to generate
sufficient free cash flow in 2012 to fund these dividend payments, if actual results are
different from expectations there can be no assurance that the Company will continue dividend
payments at the current level.
xii) Acquisitions and other strategic transactions
The Company may from time to time make acquisitions and enter into other strategic
transactions. In connection with these acquisitions and strategic transactions, Shaw may fail to
realize the anticipated benefits, incur unanticipated expenses and/or have difficulty
incorporating or integrating the acquired business, the occurrence of which could have a
material adverse effect on the Company.
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