Edward Rogers won control but squandered a chance to diversify Rogers Communications’ board

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Melinda Rogers-Hixon is right.

Rogers Communications Inc. has corporate governance problems. Chief among them, as she plainly points out in a recent interview, is a glaring lack of diversity on the company’s board of directors.

In fact, her brother Edward Rogers, a fellow director who recently won a legal battle with her and other relatives for control of the storied telecommunications company, squandered an opportunity to diversify its roster of directors when he rushed to reconstitute the board with his loyalists.

It’s a problem that won’t go unnoticed by investors, who are pushing for more diversity on boards across corporate Canada. Rogers, of course, isn’t just any public company. It’s a behemoth in a crucial industry. And if its proposed acquisition of Shaw Communications Inc. for $26-billion including debt is approved, it will get a whole lot bigger.

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Rogers is already this country’s largest wireless carrier, and as such, it should set an example for the rest of the business community on matters of equity and inclusion at all levels of the company. Instead, it appears to be taking a step backwards and allowing itself to be eclipsed by its chief rivals, Telus Corp. and BCE Inc., on board diversity.

If you’ve lost track of the recent board shuffles at Rogers, you’re not alone. There were changes again this week when its board membership was reduced by one person after Robert Dépatie stepped down as a director to assume a new executive role with the company.

As of late Thursday, the company had four women out of a total of 12 directors on its board. Three of those women are Rogers family members (Ms. Rogers-Hixon, her sister Martha Rogers and family matriarch Loretta Rogers) and the fourth, Jan Innes, is an appointee of Mr. Rogers.

Earlier this year -- that is to say, back on March 4, 2021 -- the company’s board had 14 directors. That included five women, and Ellis Jacob, who was born and raised in India.

Rogers must address the gender imbalance among its directors, but it’s also a problem that none of its current board seats are occupied by Black people, Indigenous people or people of colour (BIPOC). It’s a predicament that is apparently weighing on Ms. Rogers-Hixon, the deputy chair.

“You want your board to reflect your customers,” she recently told my colleague Alexandra Posadzki.

Absolutely. All companies should subscribe to that logic. But it is particularly important for Rogers as it pursues its friendly tie-up with Shaw, because a diverse board provides tangible proof to regulators, investors and ordinary Canadians that its controlling shareholder is prepared to act in the public interest.

There’s no doubt that Mr. Rogers, who is chair of the Rogers Control Trust, which owns 97.5 per cent of the cable giant’s voting class A shares, should have taken diversity into account when he recently replaced five independent directors with his preferred candidates through a written shareholder resolution.

After all, Rogers proudly signed the BlackNorth pledge to eradicate anti-Black racism, and publicly states in its environmental, social and governance report that “good governance,” including “the independence, diversity and accountability of our board,” is among its corporate values.

Mr. Rogers should have also considered that a largely homogenous board is poor optics at a time when Rogers Sports & Media is in the middle of an equity initiative that invokes the legacy of George Floyd, a Black man who was murdered by police in Minneapolis in May, 2020.

But now that his sister, Ms. Rogers-Hixon, has appropriately flagged deficiencies with the board’s composition, the company should commit to correcting its representation problem before its next annual general meeting.

For its part, Rogers is declining comment on whether it plans to address its board diversity issue. Frankly, it’s another squandered opportunity to set the record straight with Canadians.

Make no mistake, the lack of diversity on Rogers’ board won’t fly with investors, especially since its main competitors, Telus and BCE, have taken steps to diversify their boards over the past year.

Telus’s 14-member board includes six women. One of those female directors, Hazel Claxton, is also a Black person. Of the male directors, Sean Willy is an Indigenous person, and Raymond Chan is a person of colour.

BCE, meanwhile, has five women among its 14 directors. One of those women, Katherine Lee, is also a visible minority, and male director Cornell Wright is Black.

Since the most recent iteration of the Rogers board only has 12 directors, the company has the wiggle room to begin correcting its diversity problem.

But there’s also a lesson here for securities regulators about the need for mandatory term limits and age limits at public companies to ensure fresh blood in those pivotal director roles.

After all, how can a major company like Rogers effectively position itself for the future if too many of its directors represent the past?

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