Edward Rogers' reconstituted board of directors is valid, judge rules

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Last Updated, Nov 5, 2021, 9:41 PM

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Ruling is the culmination of a founding family and boardroom feud has raged since September, first privately and then publicly

Author of the article:

Barbara Shecter

Edward Rogers at his residence in Toronto on Nov. 1, 2021. Photo by George Pimentel/Handout via Reuters

A judge in British Columbia’s Supreme Court has ruled that Edward Rogers was permitted to reconfigure the board of Rogers Communications Inc. at the stroke of a pen and seat five independent directors of his own choosing.

“I am granting the order sought by Edward,” said Justice Shelley Fitzpatrick.

Edward Rogers had taken the matter to court and asked Justice Fitzpatrick for a declaration that the written consent resolution he signed and submitted Oct. 22 removing five directors and installing his own picks was “valid and effective” and that he did not need to call a meeting of shareholders.

His lawyers had argued in court Monday that Edward, as chair of the family trust through which his family controls 97.5 per cent of the company the company’s voting shares, had the power under B.C. corporate law and the company’s articles to change directors through the written resolution and did not need to call a shareholder meeting.

The company’s lawyers had countered that there was wording within the corporate articles that required a meeting of all shareholders to make such changes. They also argued that doing what Edward had done was against the wishes of his later father, company founder Ted Rogers.

Edward said the 10 out of 11 board directors including his mother and sister Martha initially supported the departure of CEO Joe Natale, something he had pushed for after losing confidence in Natale’s ability to close the performance gap with rivals Bell and Telus and shepherd the $26 billion acquisition of Calgary-based Shaw. But MacDonald countered that the CEO’s resignation was presented to most of the board as a fait accompli and that although they had not lost confidence in Natale’s performance, they approved a move they thought he had made willingly.

A couple of days later, the board including four independent directors who had initially voted in favour of Natale’s resignation and compensation, voted instead to remove Rogers’ CFO Tony Staffieri, who would have replaced the CEO. A few weeks later, they ousted Edward as chair of the board.

Edward responded by saying he had lost faith in the directors. He removed five independent directors by written resolution and replaced them with his own picks — Jack Cockwell, Michael Cooper, Jan Innes, Ivan Fecan and John Kerr. According to Edward, they then met Oct. 24 and elected him chair.

The company insisted that old board remains intact including independent directors John MacDonald, Bonnie Brooks, John Clappison, Ellis Jacob and David Peterson, and that Edward’s board was “invalid.”

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• Email: bshecter@nationalpost.com | Twitter: BatPost

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