Directors who support Edward Rogers fire back at accusations

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Three board members who support Edward Rogers in the battle for control of Rogers Communications Inc.
pushed back against accusations that he presented an inaccurate account in court documents of the performance of CEO Joe Natale.

Phil Lind, Alan Horn and Robert Gemmell say they and others had long-standing concerns about Mr. Natale’s leadership. Mr. Rogers, they said, has the authority to make changes on behalf of the family trust he leads, which holds voting control of the Toronto-based telecom company.

Mr. Rogers’s lawyers filed court documents on Tuesday that said he had discussed concerns about Mr. Natale’s performance with company directors, and that his mother, Loretta, and sister Martha Rogers had both supported his plan to replace Mr. Natale. Mr. Rogers wanted to appoint then-chief financial officer Tony Staffieri to the top job.

Shortly after the documents were made public, his sister Melinda Rogers-Hixon called this a “false narrative,” Loretta Rogers called her son’s account “untrue,” and John MacDonald – who was appointed chair of the Rogers board last week – said the assertion that the board had “pervasive and serious” concerns about Mr. Natale’s performance was “utterly false.”

In a statement on Wednesday, Mr. Gemmell backed Mr. Rogers’s account, saying that several board directors had concerns about Mr. Natale “for months and even years.”

“The discussion surrounding Joe’s performance did not begin with Edward,” Mr. Gemmell said in the statement, calling for an end to “misguided attacks.” That statement ran directly counter to one from Mr. MacDonald on Tuesday that said the issue began when Mr. Rogers “initiated this unfortunate series of events.”

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Who currently controls Rogers is now before the court. Last week, after The Globe and Mail reported Mr. Rogers’s plan to oust Mr. Natale, the board voted to remove Mr. Rogers as chair, appointing Mr. MacDonald in his place.

After that vote, Mr. Rogers announced that he would replace the independent directors who opposed the plan. At a board meeting on Sunday, Mr. Rogers was reinstated as board chair – a meeting that his mother, two of his sisters and the five directors he wants to replace have said is invalid.

In the claim filed on Tuesday, Mr. Rogers asked the B.C. Supreme Court to require the company to change its register of directors to remove the names of John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob and Mr. MacDonald, and to replace them with the names of Mr. Rogers’s chosen directors: Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr.

Mr. Rogers argues that the law in British Columbia, where Rogers is incorporated, allows him to make such changes through a written resolution. Mr. Rogers is chair of the Rogers Control Trust, which controls 97.5 per cent of the company’s voting shares.

In a statement on Wednesday, Mr. Lind – a long-time lieutenant to Mr. Rogers’s father, company founder Ted Rogers – also supported the account in the court documents. Mr. Lind and Mr. Horn both sit on an advisory committee that oversees the family trust.

“Ted created that committee to ensure the chair of the trust is working in the best interests of the business,” Mr. Lind said in the statement. “If there were any doubts about Edward’s account, the committee would have prevented him from reconstituting the board on Friday, October 22.”

Mr. Lind’s statement added that there is “no question” about Mr. Rogers’s authority to make those changes.

On Sept. 24, the board accepted Mr. Natale’s departure, the court documents stated, but two days later some board members reversed course and instead fired Mr. Staffieri.

Loretta Rogers, however, contended on Tuesday that her son had misled her about Mr. Natale’s performance. She reconsidered once other independent directors provided “a more complete and unbiased perspective,” she said in a statement.

In his statement on Wednesday, Mr. Horn said he assessed the company’s performance “based on the facts, share price, relative total shareholder return, and key performance indicators.”

“I am sure those looking at this story with a critical eye and a view to business performance will cut through the noise,” Mr. Horn’s statement said.

The court will hear the case on Nov. 1.

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