The Rogers store at Brookfield Place in downtown Toronto, is photographed on June 12, 2019.Fred Lum/The Globe and Mail
Two of the independent directors who joined Rogers Communications Inc. RCI-B-T in 2021 during a high-profile boardroom dispute that divided the Rogers family have left in recent months.
Former Brookfield Asset Management Inc. head Jack Cockwell and ex-lumber executive Jake Kerr both vacated their seats in the months after the company’s April 26 annual shareholder meeting, less than two years after joining the board, securities filings show.
Both men were among the five directors backed by chairman Edward Rogers when he reconstituted the board through a written resolution, and without holding a shareholder meeting, in fall 2021.
Mr. Rogers used his position as the chair of the family trust, which controls the telecom, to replace five previous independent directors – David Peterson, John MacDonald, Bonnie Brooks, Ellis Jacob and John Clappison – who had opposed his plan to oust then-chief executive officer Joe Natale and install chief financial officer Tony Staffieri in Mr. Natale’s place. The plan also drew opposition from Mr. Rogers’s mother and two of his sisters.
After Mr. Rogers’s move to reconstitute the board won the blessing of the B.C. Supreme Court, the new board fired Mr. Natale and installed Mr. Staffieri in the top job.
The three other independent directors added to the board through the written resolution – real estate mogul Michael Cooper, media executive Ivan Fecan and former Rogers vice-president Jan Innes – remain directors.
Two sources close to the board gave different accounts of the reasons for the men’s departure. One said there has been conflict between Mr. Rogers and members of the company’s board and that Mr. Cockwell and Mr. Kerr’s views on corporate governance and on managing relationships with the company’s executives clashed with the chair’s. But a second source said Mr. Cockwell and Mr. Kerr left for personal reasons, not because of conflict with Mr. Rogers.
The Globe and Mail is not identifying the sources because they are not authorized to speak publicly about the matter.
Mr. Cockwell and Mr. Kerr could not be reached for comment.
Mr. Cockwell previously served as Brookfield’s president and CEO. He was inducted into the Canadian Business Hall of Fame in 2009, and became a member of the Order of Canada in 2016. He stood for re-election at the telecom’s annual meeting, but appears to have left the board shortly after. A notice of articles filed with securities regulators on May 19 does not list him as a director.
Mr. Kerr was previously the chair and chief executive of Lignum Ltd., a privately held lumber company, and until recently was the owner of the Vancouver Canadians minor-league baseball team. He remains listed on the May 19 filing, but his name is absent from a subsequent notice of articles dated Aug. 10.
Both directors’ names have been removed from the telecom’s website. They have not been replaced on the company’s board.
Long-time Rogers director Phil Lind, who backed Mr. Rogers during the dispute, wrote a memoir in which he described Mr. Kerr as a “tremendous guy” and one of his two longest-lasting friends. Mr. Lind died less than two weeks before Mr. Kerr resigned from the board.
In the memoir, co-authored with Robert Brehl and titled Right Hand Man: How Phil Lind Steered the Genius of Ted Rogers, Canada’s Foremost Entrepreneur, Mr. Lind says he met Mr. Kerr on his first day at the University of British Columbia. He recounts later accompanying Mr. Kerr to the Bohemian Grove, an annual men’s retreat in Monte Rio, Calif., attended by politicians and business leaders.
“Jake is a tremendous guy who’s travelled similar paths as my own, socially and in business,” Mr. Lind wrote. “He truly belongs to the west coast – Vancouver and San Francisco alike.”
Earlier this month, Rogers announced internally that Robert Dépatie, a former director who left the board to join the company’s management team during the leadership shakeup, will retire after roughly two years as president and chief operating officer of the telecom’s home and business division.
The Globe previously reported that the company recently added Thomas Turner, the president of Rogers Business, to the committee that advises the Rogers Control Trust. The trust owns 97.5 per cent of the media and telecom giant’s voting Class A shares, allowing it to control the company.
Rogers is currently embroiled in a legal battle with Mr. Natale, its former CEO, who is seeking at least $24-million for wrongful dismissal and breach of contract, as well as “punitive, moral, and aggravated damages.”
The company has countersued Mr. Natale, arguing that he should return at least $15.4-million in severance payments after the company retroactively made his dismissal for cause.
Lisa Rogers, the eldest of the four Rogers children, was added to the telecom’s board at the company’s annual shareholder meeting this past April. Her two sisters were already directors, along with Edward Rogers. At that time, two other directors were added in connection with Rogers’s recently completed $20-billion takeover of Shaw Communications: Brad Shaw, formerly the CEO of Shaw, and Trevor English, who served as its chief financial and corporate development officer.
With a report from Andrew Willis