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Edward Rogers files B.C. court petition to have newly formed board declared valid

Rogers brawl in BC court

The boardroom drama engulfing Rogers Communications Inc. intensified Tuesday after Edward Rogers filed a petition to have his newly constituted board declared legitimate, and said his mother and sisters had previously supported his moves.

The son of late Rogers Communications Inc. founder Ted Rogers asked the B.C. Supreme Court on Tuesday for a declaration confirming the validity of his board. He also asked Rogers to adjust its registry to reflect the board he created.

The board is at the heart of a dispute that has broken out between Edward Rogers and his mother Loretta Rogers, sisters Melinda Rogers-Hixon and Martha Rogers and several of their associates.

Edward Rogers named five new directors to the board on Friday, a day after his mother, sisters and other members ousted him from his role as board chair because of what media reports described as a plot to remove CEO Joe Natale and replace him with Tony Staffieri, the company's former chief financial officer.

Natale, who was previously CEO of competitor Telus Corp., was appointed president and CEO of Rogers in April 2017, while Stafferi had been CFO for 10 years.

The other family members continue to back Natale, insist the board Edward Rogers formed is illegitimate and say the board as it existed prior to Edward Rogers’ changes is the only valid one.

However, the affidavit Edward Rogers filed when seeking affirmation of his board raises new questions about how strongly Natale is supported.

The court filings say that several board members, including Loretta Rogers, raised concerns about Natale’s performance as the firm was staging a $26-billion takeover of rival Shaw Communications Inc. and they began discussing Mr. Staffieri as a replacement.

“My mother Loretta and sister Martha in particular expressed the firm view that Mr. Natale had had more than four years to prove himself and that it was time for a change,” Edward said in his affidavit.

“They also expressed support for Mr. Staffieri as a strong candidate to replace Mr. Natale.”

Loretta Rogers disputes that characterization.

"The claims Edward makes in his affidavit are as unfortunate as they are untrue,” she said in an email.

Edward Rogers alleges in the court filings that Natale approached him and said he overheard Staffieri talking about the plan. Natale told Edward Rogers he wanted to terminate Staffieri, but Edward refused.

At a Sept. 22 board meeting a few days afterward, Edward Rogers said he presented a slide presentation laden with performance metrics to show Rogers was underperforming its competitors under Natale's leadership.

Exhibits entered as part of Edward Rogers' affidavit show Rogers' share price had fallen during Natale's tenure and it was adding fewer wireless and internet subscribers than BCE Inc. and Telus Corp.

He alleges that he talked to Loretta and Martha Rogers about the circumstances in advance and the potential for Staffieri to take over. Both supported the plan, he said, and Loretta Rogers even prepared a statement to the board.

"Tony will be a strong CEO at Rogers and I look forward to working with him in his new role," Edward Rogers alleges Loretta Rogers said in her statement.

"He is all about results and execution and that is what we need as we have a tough five years ahead of us with integrating Shaw and achieving the objectives of that deal."

Loretta Rogers said the statement was written for her by Edward Rogers and based on information she thought to be "full, complete and accurate" about Natale's performance because it was provided by her son and board member Alan Horn.

She said she later developed a more complete perspective on the issue and reversed course to support Natale.

Melinda Rogers-Hixon said she too continues to back Natale.

“It is unfortunate that Edward has advanced a false narrative regarding our mother to provide cover for his misguided position to replace the independent directors of RCI by the stroke of a pen," she said in a statement. (RCI is the company's stock ticker.)

Edward Rogers said in court documents, the company’s board voted 10-1 in late September to accept Natale’s retirement, which was to happen on Oct. 1, but deferred resolutions related to Staffieri’s appointment a few days so his compensation package could be arranged.

John MacDonald, who was named board chair after Edward Rogers' removal and continues to speak for Rogers, said that's not true.

"At no time did the majority of the board vote to remove Joe Natale as CEO of Rogers Communications," he wrote in an email. "There are several critical and material items that are categorically false in the chair of the trust’s affidavit and I plan to fully set the record straight when given the opportunity through the court process.”

Edward Rogers said in court filings, board member John MacDonald interrupted a subsequent meeting to tell him some members have a new plan to present. MacDonald, Edward Rogers alleges, gave the floor to Martha Rogers to a present a plan to fire Staffieri and rescind Natale's retirement.

Edward said he, Horn and Melinda Rogers later visited his mother's cottage, where she was with Martha Rogers, to try to reach a resolution and he proposed letting Natale and Staffieri work together as the Shaw transaction neared closure.

"The next day, I received a brief email from Mr. MacDonald, copying his director group and Melinda, Martha, and my mother, saying 'Edward, we have reviewed the proposal you suggested to me yesterday and have rejected it.'" Edward Rogers wrote in his affidavit.



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