Melinda Rogers-Hixon is photographed at home, in Toronto, on Nov. 25. Ms. Rogers-Hixon is a company director, and deputy chair of the board of Rogers Communications Inc.Fred Lum/The Globe and Mail
Ted Rogers, the founder of Rogers Communications Inc., used to encourage his children to debate issues related to the family business over dinner.
But there was a twist: Partway through, both parties would have to switch sides and argue the opposite position. The exercise was intended to teach them how to understand the other person’s perspective, as well as to challenge their own assumptions, he explained.
Now, as she reflects on the past several months, Melinda Rogers-Hixon, one of the late founder’s daughters, muses that perhaps the exercise could have prevented the very public spat that fractured her family and plunged Canada’s largest wireless carrier into turmoil.
“I wonder where that would have taken us, and would we be in the same position?” Ms. Rogers-Hixon said Thursday in her first interview since a boardroom battle over the company’s leadership found her, two of her family members and the majority of the company’s independent directors pitted against her brother, Edward Rogers.
On his deathbed, Ted Rogers looked into the future. This is not what he saw
Sinking into a couch in her spacious Forest Hill home, Ms. Rogers-Hixon speaks of her desire to work constructively with the company’s new board – even after she and her mother, Loretta Rogers, and her sister, Martha Rogers, had fiercely opposed Mr. Rogers’s decision to replace five of the company’s independent directors.
Q&A with Rogers Communications’ Loretta Rogers
Ms. Rogers-Hixon, a busy mother of four who juggles her duties as a director of Rogers Communications and other companies with a day job advising other multi-generational family businesses, likens the situation to dealing with a new teacher. “You like the old one. Well, you’re still going to have to work with the new one,” she said, adding, “I hope that the board meets me there and we’re able to work effectively together.”
Repairing her strained relationship with her brother is of paramount importance, she said, not only for the family’s sake, but also for the future of media and telecom giant and its employees. Ms. Rogers-Hixon said she and Mr. Rogers are on speaking terms and have gone for walks, but still have a lot of work ahead of them.
“Right now it feels a bit raw, and I think we need to take a bit of time and then sit down and try to figure out how to rebuild it,” she said.
There is a lot at stake, including the success of Rogers’ transformational $26-billion takeover of Shaw Communications Inc. – the deal of their father’s dreams, Ms. Rogers-Hixon said.
“It’s not even up to us whether we want to fix [our relationship] or not – I would argue we don’t have a choice. We have to find a way to work together in a constructive manner, where all voices are heard.”
In response, Mr. Rogers said in a statement, “I love my sister and consider her a business partner. Our family has disagreements like every other family. I am hopeful we will resolve those differences privately, as any family would.”
Out of the four Rogers children, Ms. Rogers-Hixon is the one Ted described as most like him. She joined the family business in 2000, after earning an MBA from the University of Toronto’s Rotman School of Management, and became known around the office as “Ted in a skirt,” according to Caroline Van Hasselt’s 2007 book, High Wire Act: Ted Rogers and the Empire that Debt Built.
Ms. Rogers-Hixon said she wasn’t aware of the nickname, but considers it a compliment. She inherited her father’s strategic focus, becoming senior vice-president of strategy and development in 2006, and his zeal for intellectual debate. She sometimes challenged him on business decisions and voted against two acquisitions he made because she just couldn’t see the rationale for them.
“You need to have healthy debate,” she said, adding her father welcomed advice and opinions, even if it went against his own views. “I think that it’s important that we uphold that with our board.”
Unlike her brother, who coveted the CEO’s chair, Ms. Rogers-Hixon was drawn to working with smaller companies. In 2011 she launched Rogers Venture Partners, a venture capital arm in Palo Alto, Calif., that immersed Ms. Rogers-Hixon in Silicon Valley’s culture of innovation and ideas. The division has since been shuttered, though Rogers Communications continues to forge partnerships with technology startups, she said.
Ms. Rogers-Hixon is thoughtful and deliberate, often pausing to consider her words before speaking. But she’s also energetic, animated and, by her own admission, accident prone. She leaps from the couch to re-enact how she tore her Achilles tendon at the gym one year, and recalls a tobogganing accident that occurred early in her courtship with venture capitalist Eric Hixon.
Ms. Rogers-Hixon crashed into a tree, breaking several bones and landing briefly in the hospital. The accident tested the couple’s budding relationship – her parents unfairly blamed Mr. Hixon, she explained – but he “really stepped up to the plate.”
The pair were set up by a director at Rogers Venture Partners under the guise of a professional meeting. “He’s like, ‘Don’t worry. He’s, like, a mid-50s, obese Texan who smokes cigars,’ ” Ms. Rogers-Hixon recalled. Mr. Hixon was told a similar fiction about Ms. Rogers-Hixon. “I end up being 45 minutes late, he was half an hour late. And I’m, like, ‘Where’s the Texan?’ And he’s, like, ‘Where’s the old lady?’ Anyways, we actually hit it off.”
She and Mr. Hixon married in Nassau one summer, hoping the scorching temperatures would prevent all of Ted’s numerous friends from attending. That turned out to be a flawed assumption, Ms. Rogers-Hixon said. “Who the hell would want to go to Nassau in June, right? Everyone, apparently.”
Today, the couple have four children together, ranging in age from 5 to 14, as well as two yellow English labs, named Pluto and Astro. (Mr. Hixon has a keen interest in astronomy.) The kids will one day inherit the family’s stake in Rogers Communications, and preparing them for that responsibility is an important task, Ms. Rogers-Hixon said.
Ms. Rogers-Hixon attributes the recent breakdown in communication between Rogers family members partly to the COVID-19 pandemic. “I do think the fact that we weren’t able to be together as much the last two years really fed into this problem, and we didn’t really realize it was a problem until it was too late,” she said. “The communication wasn’t where it needed to be, and the transparency wasn’t where it needed to be.”
The drama at Rogers Communications erupted after Edward Rogers attempted to replace the company’s CEO, Joe Natale, with its chief financial officer, Tony Staffieri, in late September. He did so without bringing the matter to the board, former lead director John MacDonald said in a court filing. (Mr. Rogers said in a separate court document he had discussed the matter with a number of individual directors.)
Mr. Rogers, who is the chair of the board and the family trust that controls the Toronto-based company, felt Mr. Natale was underperforming, as evidenced by the company’s lagging share price. Two directors who were once among Ted Rogers’s top lieutenants, Phil Lind and Alan Horn, shared his view.
Ms. Rogers-Hixon, however, says she believes Mr. Natale was the best CEO that Rogers Communications has had since her father died in 2008, owing in large part to Mr. Natale’s strong people skills and his long-term vision. “He brought us the Shaw deal – that’s no small feat,” Ms. Rogers-Hixon said, noting that there was a competing offer, from BCE Inc., on the table. Mr. Natale also expertly navigated the company through the pandemic and assembled a team of senior executives that is “second to none,” Ms. Rogers-Hixon said.
Most importantly, Ms. Rogers-Hixon felt it was vital for the telecom and media giant, which has become a revolving door for CEOs and senior executives in recent years, to have stable leadership as it works to finalize the Shaw takeover.
But despite pushback from his mother, his sisters and the majority of the company’s independent directors, Edward Rogers got his way. His position as the chair of the Rogers Control Trust, which owns 97.5 per cent of the company’s voting class A shares, enabled him to replace five independent directors with his own hand-picked candidates through a written shareholder resolution.
Rogers Communications had never used this method to make changes to its board before, and in Ted Rogers’s memorandum of wishes, he had expressly stated that the trust chair should go through the “public gauntlet” of a shareholders’ meeting to replace directors.
Garfield Emerson, a corporate governance expert who chaired the Rogers Communications board from 1993 to 2006, argued in a court filing that shareholders should have an opportunity to ask questions and raise their concerns at a meeting.
Edward Rogers said in a statement, “my responsibility is to ensure that the company is properly governed and effectively managed. I take that responsibility very seriously.”
He added that the board’s focus is on closing the Shaw deal, “while delivering improved financial and operational performance for the benefit of all stakeholders.”
A B.C. judge approved the change on Nov. 5, ending a bizarre stalemate between Mr. Rogers and the company’s management that, for a period, made it appear that the company had two boards. Mr. Natale was removed as CEO less than two weeks later, replaced on an interim basis by Mr. Staffieri, who’s now in the running to take over the job permanently.
Ms. Rogers-Hixon said frequent leadership changes have hampered the company’s performance.
After Ted Rogers’s death, Nadir Mohamed, the head of the company’s fast-growing wireless division, stepped into the CEO role, but left five years later, with no explanation. He was replaced by Guy Laurence, a brash Briton who had previously headed Vodafone UK. Both Ms. Rogers-Hixon and her brother agreed to give up their operational roles at the company during that time. Ms. Rogers-Hixon said the change was difficult at first, but she came to accept it.
Mr. Laurence was abruptly fired three years later and replaced by Mr. Natale, a long-time Telus Corp. executive. Mr. Horn, Rogers Communications’ former chief financial officer, kept the CEO’s chair warm in between the various leaders.
The company has had six CEOs in the past 13 years, Ms. Rogers-Hixon said. And with each new leader came a new team and a new strategy. That level of turnover makes it “extremely hard to be competitive and make your mark and actually follow a direction and execute it,” Ms. Rogers-Hixon said.
In her view, the lack of leadership continuity contributed to the underperformance of the company’s stock price, as did the pandemic, which had a disproportionate impact on Rogers Communications because of its larger exposure to wireless roaming revenues than its peers.
As the boardroom battle unfolded and spilled into public view, Ms. Rogers-Hixon displayed a “superhuman” ability to remain composed said Wojtek Dabrowski, the founder of Provident Communications Inc.
The drama “created this absolute tornado and vortex around her, and she just stood in the centre of it all and navigated it as though it was a normal day at the office,” said Mr. Dabrowski, who Ms. Rogers-Hixon hired as her media relations adviser.
Gareth Seltzer, a long-time adviser to Ms. Rogers-Hixon, said she has “become empowered by bringing the discussion of good governance and corporate citizenship to the national level.”
“I think she feels very satisfied that she’s bringing a lot of eyes to the issue, even if it’s a little embarrassing, even if she feels more people are looking at her when she picks the kids up from school,” Mr. Seltzer said.
In May, Ms. Rogers-Hixon joined the board of Bombardier Inc., another family-controlled company with a dual-class share structure that has been the subject of controversy. In 2019, a proposal to collapse the Montreal-based transport manufacturer’s dual-class structure drew support from a number of institutional investors, including the Canada Pension Plan Investment Board, which called such structures contrary to good governance. But the proposal failed because it didn’t have the support of the relatives and descendants of inventor Joseph-Armand Bombardier.
Ms. Rogers-Hixon says she firmly believes that family-controlled companies are “phenomenal” investments that outperform the market over time, owing to the long-term approach owners are able to take. But in the case of Rogers Communications, frequent management changes have taken away from that longer-term focus, she said.
There’s a lot more work to be done, not only to repair family relationships, but also on the governance front. Ms. Rogers-Hixon said the board already has the right mechanisms in place, but they need to be followed. “I think that we can do a lot better,” she said.
There is also an opportunity for the company to diversify its board. Currently, there are four women on the board, three of them Rogers family members, and no directors who are Black, Indigenous or people of colour (BIPOC). “You want your board to reflect your customers,” Ms. Rogers-Hixon said.
Asked whether she intends to challenge her brother at the family trust, Ms. Rogers-Hixon said her priority is to ensure that the next generation of Rogers kids – her children and her brother’s – are able to work together when they inherit the company.
Her eldest child, Zachary, is 14, and has expressed a desire to move to Silicon Valley and start his own company – an aspiration that Ms. Rogers-Hixon encourages. But, she reminds him he will still have responsibilities as an owner of Rogers Communications.
“I don’t want to create an environment that teaches the next generation that it’s okay to pit each other against each other,” Ms. Rogers-Hixon said. “It’s really important to set the example, and set up a structure that encourages them and makes them want to work collaboratively, to be the best stewards they can possibly be. That’s what’s important to me.”
Your time is valuable. Have the Top Business Headlines newsletter conveniently delivered to your inbox in the morning or evening. Sign up today.
Alexandra Posadzki