2013 Information Circular

2013 Information Circular
NOTICE OF 2013 ANNUAL GENERAL
SHAREHOLDER MEETING
AND INFORMATION CIRCULAR
OUR ANNUAL GENERAL SHAREHOLDER MEETING
WILL BE HELD AT 11:00 A.M. (EASTERN TIME) ON TUESDAY,
APRIL 23, 2013, AT THE VELMA ROGERS GRAHAM THEATRE,
333 BLOOR STREET EAST, TORONTO, ONTARIO
_
A LIVE WEBCAST OF THE MEETING WILL BE AVAILABLE
ON OUR WEBSITE AT WWW.ROGERS.COM/INVESTORS
Who We Are
Rogers Communications Inc. is a diversified Canadian communications and media company.
We are Canada’s largest provider of wireless voice and data communications services and one of
Canada’s leading providers of cable television, high-speed Internet and telephony services. Through
Rogers Media we are engaged in radio and television broadcasting, televised shopping, sports
entertainment, magazines and trade publications, and digital media. We are publicly traded on the
Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).
For further information about the Rogers group of companies, please visit rogers.com/investors
Please Register for Electronic Delivery
of Shareholder Materials
We encourage you to elect to receive future shareholder materials electronically as we care
about the environment and wish to keep unnecessary usage of paper to a minimum. Not only will
you receive shareholder information more quickly than conventional mail, but will also be helping
Rogers to reduce its carbon footprint as well as printing and postage costs. This free service is
simple, convenient, secure and environmentally friendly.
It’s fast and easy to register for electronic delivery!
Beneficial Shareholders: If you hold your Rogers shares in a brokerage account or with another
financial intermediary such as a bank or trust company, register for electronic delivery at
InvestorDelivery.com (provided your institution participates in the Electronic Delivery program)
using your personalized Enrolment Number which can be found on the right hand side of the
mailing sheet or the Class A Voting Instruction Form that accompanied this shareholder mailing.
Registered Shareholders: If your Rogers shares are registered directly in your name with our
transfer agent CIBC Mellon Trust Company, please register for electronic delivery at
canstockta.com/electronicdelivery and using your personalized Holder Account Number which
can be found on either the separate election form or Class A Form of Proxy included with this
shareholder mailing.
Letter to Shareholders
Fellow Shareholders,
You are invited to attend Rogers Communications Inc.’s Annual General Meeting of
Shareholders, which will be held at the Velma Rogers Graham Theatre, 333 Bloor Street East,
Toronto, Ontario, Canada at 11:00 a.m. (local time) on Tuesday, April 23, 2013. We and our
colleagues on the Board of Directors and executive team look forward to seeing you as we present
our views on our 2012 achievements and outline our plans for the future. We hope you can join us
in person or via the webcast.
This Information Circular contains important information about the Annual Meeting of
Shareholders and the business to be conducted, voting, the nominated Directors, our corporate
governance practices, and how we compensate our executive officers and Directors. If you cannot
attend the Annual Meeting in person, and are a holder of Class A Voting shares, please use the
enclosed proxy or voting instruction form to submit your vote prior to the meeting.
We will provide live coverage of the Annual Meeting via webcast from the Investor Relations
section of our website at rogers.com/investors. A rebroadcast of the meeting webcast will be
available on that site for several weeks after the meeting is concluded.
Sincerely,
Alan D. Horn, CA
Chairman of the Board
Nadir H. Mohamed, FCA
President and Chief Executive Officer
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
1
What’s Inside
Notice of Annual General Meeting of Shareholders
Information Circular
1.
2.
Voting Information
i.
Registered Shareholders
ii. Beneficial Owners
iii. How Votes are Counted
iv. Outstanding Shares and Main Shareholders
v. Restricted Share Disclosure
4
6
6
7
8
Business of the Meeting
i.
Election of Directors
The Proposed Nominees
ii. Appointment of Auditors
9
9
18
Executive Compensation
i.
Report of Compensation Committee
ii. Compensation Discussion and Analysis
iii. Performance Graph
iv. Compensation for Named Executive Officers
22
24
39
40
4.
Director Compensation
56
5.
Securities Authorized for Issuance Under Equity Compensation Plans
62
6.
Indebtedness of Directors and Executive Officers
63
7.
Corporate Governance
Statement of Corporate Governance Practices
a. Board Composition
b. Board Mandate and Responsibilities
c.
Code of Ethics and Business Conduct
d. Director Orientation and Continuing Education
e. Director Nomination and Board Assessment
f.
Risk Management Oversight
g. Audit Committee
h. Other Good Governance Practices
64
65
67
68
69
69
69
69
70
8.
Other Information
71
9.
Appendices
A. National Instrument Requirements
B. Board of Directors Mandate
C. Committee Mandates
72
79
84
3.
2
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Notice of Annual General Meeting of Shareholders
You are invited to the Rogers Communications Inc. Annual General Meeting of Shareholders
When
Tuesday, April 23, 2013, 11:00 a.m. (local time in Toronto)
Where
Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario, Canada
Webcast
A live webcast of the meeting will be available at rogers.com/investors
Business of the Annual General Meeting of Shareholders:
1.
receiving the consolidated financial statements for the year ended December 31, 2012
including the external auditors’ report;
2.
electing 17 directors;
3.
appointing the external auditors; and
4.
considering any other business which may properly come before the meeting.
You have the right to vote
You are entitled to notice of and to attend and vote at the meeting if you were a registered
holder of Class A Voting Shares at the close of business in Toronto, Ontario, Canada on March 13,
2013 (subject to the voting restrictions described in the Information Circular attached).
If you were a registered holder of Class B Non-Voting Shares at that time, you are entitled to
notice of and to attend the meeting, but not to vote at the meeting.
Admission to the meeting
Shareholders wishing to attend the meeting will be required to produce a proxy, meeting
notice or otherwise provide proof of share ownership to gain admission.
On peut obtenir le texte français de cette circulaire d’information en communiquant avec
Mr. Bruce Mann, au siège social de la Compagnie situé au 333 Bloor Street East, Toronto, Ontario
M4W 1G9, ou en téléphonant au 416.935.3522. Le texte français sera disponible à l’assemblée.
By order of the Board of Directors,
David P. Miller
Secretary
Toronto, Ontario, Canada
March 6, 2013
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
3
INFORMATION CIRCULAR
Information is as of March 6, 2013 unless otherwise stated.
The management of Rogers Communications Inc. is soliciting the proxy of holders of
Class A Voting Shares for use at the annual general meeting of shareholders to be held
on April 23, 2013 (the meeting). We will pay the cost of proxy solicitation. The solicitation will be
mainly by mail. However, we may solicit proxies by telephone, in writing or in person by our
directors, officers or designated agents, at nominal cost. We, us, our/ours, RCI and the
Corporation refers to Rogers Communications Inc. and you and yours refers to a shareholder of
Rogers Communications Inc.
Voting Information
REGISTERED SHAREHOLDERS
You are a registered shareholder if your shares are registered directly in your own name in the
records of registered shareholders maintained for the Corporation by our Transfer Agent and
Registrar.
Who Can Vote?
If you were a registered holder of Class A Voting Shares (the Class A Shares) at the close of
business in Toronto, Ontario, Canada on March 13, 2013 (the record date) you will be entitled to
attend and vote those Class A Shares at the meeting or any adjournments or postponements of the
meeting. If you were a registered holder of Class B Non-Voting Shares (the Class B Shares) on the
record date you will be entitled to attend the meeting or any adjournments or postponements of
the meeting but will not be entitled to vote on any business. Voting is subject to certain restrictions
described below. Shareholders wishing to attend the meeting will be required to produce a proxy,
notice of meeting or otherwise provide proof of share ownership to gain admission.
Voting By Proxy
If you are entitled to vote Class A Shares in person, you may appoint someone else to attend
the meeting and cast your votes (a proxyholder).
Appointing a Proxyholder
If it is not convenient for you to attend the meeting, you may vote on the matters to be
considered at the meeting in one of two ways:
•
You may authorize the management representatives named on the enclosed proxy card
to vote your Class A Shares. If you choose this option, there are four ways you can give
your voting instructions:
—
4
Mail. Complete the enclosed proxy card by indicating how you want your shares
voted. Sign, date and return the proxy card in the envelope provided. The address for
receiving proxies is Secretary of the Corporation c/o Canadian Stock Transfer
Company Inc., P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada.
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
—
Telephone. (Canada and the United States only). Call the toll free number on the
enclosed proxy card using a touchtone telephone and follow the voice instructions.
Please have your 13 digit Control Number ready to give your voting instructions on
the telephone. This number is located on the bottom left of the enclosed proxy card.
If your proxy card does not contain a Control Number you will not be able to vote by
telephone.
—
Internet. Follow the instructions on the enclosed proxy card in order to give your
voting instructions through the Internet. Please have your proxy card with you when
you are ready to proceed, as it contains the information you will need to give your
voting instructions through the Internet.
—
Fax or Email. Complete the enclosed proxy card by indicating how you want your
shares voted. Sign and date the proxy card. Fax the completed proxy card to
Canadian Stock Transfer at 416-368-2502 or toll free in Canada and the United
States only at 1-866-781-3111 or scan and email it to [email protected]
or
•
You may appoint another person to attend the meeting on your behalf and vote your
Class A Shares. If you choose this option, you can appoint your proxyholder by mail, fax
or through the Internet. If you mail or fax the proxy card, you must strike out the
preprinted names and print that person’s name in the blank space provided on the back
of the enclosed proxy card and you may indicate how you want your shares voted. Sign,
date and return the proxy card in the envelope provided or fax the proxy card as
described above. You may also appoint a second person to be your alternate proxyholder.
Neither your proxyholder nor alternate proxyholder need be a shareholder. The person
you appoint must attend the meeting and vote on your behalf in order for your votes to
be counted. Proxyholders should register with representatives of Canadian Stock Transfer
Company when they arrive at the meeting.
Please remember that your proxy or voting instructions must be received by no later
than 4:30 p.m. (local time in Vancouver) (7:30 p.m. local time in Toronto) on April 19, 2013.
Your Voting Choices
You may instruct the proxyholder how you want to vote by marking the appropriate box or
boxes on the proxy card. The proxyholder must vote (or withhold from voting) your Class A Shares
as you instruct, on any vote on a poll, and, if you specify a choice with respect to any matter to be
acted upon, your Class A Shares will be voted accordingly. If you do not mark a box, your
proxyholder may decide how to vote your Class A Shares.
If the management representatives named in the proxy card are your proxyholders,
they will vote your Class A Shares as follows, unless you have marked the boxes with
different choices:
—
FOR the election as directors of the proposed nominees shown in this
Information Circular
—
FOR the appointment of KPMG LLP as auditors
—
FOR management’s proposals generally
Amendments or New Business
On any amendments or variations proposed or any new business properly before the meeting,
your proxyholder can decide how to vote your Class A Shares. Management is not aware of any
amendments, variations or other business.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
5
Changing Your Mind
You may revoke your proxy card by:
•
delivering a completed and signed proxy card with a later date to either our registered
office at 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada or to
the place identified above under Appointing a Proxyholder by 4:30 p.m. (local time in
Vancouver), Canada or to the place identified above under Appointing a Proxyholder by
7:30 p.m. local time in Toronto on April 19, 2013 or to the chairman or scrutineer at the
meeting before any vote (for which the proxy is to be used) is taken;
•
delivering a written revocation to either our registered office at 2900-550 Burrard Street,
Vancouver, British Columbia V6C 0A3, Canada or to the place identified above under
Appointing a Proxyholder by 4:30 p.m. (local time in Vancouver) (7:30 p.m. local time in
Toronto) on April 19, 2013 or to the chairman or scrutineer at the meeting before any
vote (for which the proxy is to be used) is taken;
•
attending the meeting in person and participating in a vote; or
•
any other way the law allows.
BENEFICIAL OWNERS (NON-REGISTERED HOLDERS)
Only registered holders of Class A Shares or their proxyholders may vote at the meeting. In
many cases, the Class A Shares are registered in the name of your representative, such as a broker,
bank, trust company or trustee, rather than in your name.
How Does a Non-Registered Holder of Class A Shares Give Voting Instructions?
Your representative may have sent to you the meeting materials including a voting instruction
form or a blank proxy card signed by the representative. You may provide your voting instructions
by filling in the appropriate boxes. Please follow your representative’s instructions for signing and
returning the applicable materials. Sometimes you may be allowed to give your instructions by
Internet or telephone.
How Does a Non-Registered Holder of Class A Shares Vote in Person at the Meeting?
You can request your representative to appoint you as its proxyholder. Insert your own name
as proxyholder on the voting instruction form or proxy card you received from your representative
and then follow your representative’s instructions.
Changing Your Mind as Non-Registered Holder
As a non-registered shareholder of Class A Shares, you may change your voting instructions or
decide to vote in person by giving written notice to your representative. However, your
representative may not be able to act unless it receives written notice from you in time (7 days or
more before the meeting).
HOW VOTES ARE COUNTED
Class A Shares
Each Class A Share is entitled to 50 votes on a poll.
Restrictions on the Transfer, Voting, Ownership and Issue of Shares
We have ownership interests in several Canadian entities licenced or authorized to operate
under applicable communications laws (the Laws) including the:
•
6
Broadcasting Act (Canada);
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
•
Telecommunications Act (Canada); and
•
Radiocommunication Act (Canada).
The Laws have foreign ownership limits (the Limits) for various classes of licensed or
authorized entities. You can obtain a copy of the Limits from our Secretary.
The Laws also impose a number of restrictions on changes in effective control of licencees or
authorized entities, and the transfer of licences held by them. Our Articles therefore impose
restrictions on the issue and transfer of our shares and the exercise of voting rights to ensure that
we and any Canadian corporation in which we have any interest are:
•
qualified to hold or obtain any cable television, broadcasting or telecommunications
licence or authorized to operate a similar entity under the Laws; and
•
not in breach of the Laws or any licences issued to us or to any of our Canadian
subsidiaries, associates or affiliates under the Laws.
If our board of directors (the Board) considers that our or our subsidiaries’ ability to hold and
obtain licences, or to remain in compliance with the Laws, may be in jeopardy, the Board may
invoke the restrictions in our Articles on transfer, voting and issue of our shares.
OUTSTANDING SHARES AND MAIN SHAREHOLDERS
On March 6, 2013, 112,462,014 Class A Shares were outstanding. Voting control of the
Corporation is held by the Rogers Control Trust. The information below regarding the Rogers
Control Trust and the estate arrangements of the late Ted Rogers has been provided to RCI by
representatives of the estate.
Prior to his death in December 2008, Ted Rogers controlled RCI through his ownership of
voting shares of a private holding company. Under his estate arrangements, the voting shares of
that company, and consequently voting control of RCI and its subsidiaries, passed to the Rogers
Control Trust, a trust of which the trust company subsidiary of a Canadian chartered bank is
trustee (the Trustee) and members of the family of the late Ted Rogers are beneficiaries. As of
March 6, 2013, the Rogers Control Trust and private Rogers family holding companies controlled
by the Rogers Control Trust together owned 102,232,198 Class A Shares, representing
approximately 90.90% of the outstanding Class A Shares, and 39,553,700 Class B Shares,
representing approximately 9.82% of the outstanding Class B Shares.
The Rogers Control Trust holds voting control of the Rogers group of companies for the
benefit of successive generations of the family of the late Ted Rogers. The equity of the private
Rogers family holding companies is owned by members of the Rogers family and trusts for their
benefit.
The governance structure of the Rogers Control Trust comprises the Control Trust Chair, the
Control Trust Vice-Chair, the Trustee, and a committee of advisors appointed in accordance with
the estate arrangements from among members of the Rogers family, individual trustees of a trust
for the benefit of Rogers family members, and other individuals (the Advisory Committee).
The Control Trust Chair acts in effect as chief executive of the Rogers Control Trust and has
responsibility under the estate arrangements as representative of the controlling shareholder to
provide overall leadership to RCI on long-term strategy and direction. The Control Trust Chair’s
duties also include liaising with Rogers family members and the voting of proxies in respect of the
Class A Shares held by the private Rogers family holding companies. The Control Trust Chair has
the duty to vote the proxies on the election of directors of RCI and to approve, disapprove or
otherwise use reasonable efforts to influence other matters affecting RCI, in each case in his or her
discretion subject to the obligations imposed on the Control Trust Chair under the estate
arrangements and the authority of the Advisory Committee as described in more detail below. The
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
7
Control Trust Vice-Chair assists the Control Trust Chair in the performance of his or her duties.
Both the Control Trust Chair and the Control Trust Vice-Chair are accountable to the Advisory
Committee. Currently, Edward S. Rogers is the Control Trust Chair and Melinda M. Rogers is the
Control Trust Vice-Chair.
The Control Trust Chair is obligated to vote the proxies in respect of the Class A Shares held
by the private Rogers family holding companies so as to elect as directors of RCI those individuals
serving from time to time as Control Trust Chair, Control Trust Vice-Chair, individual trustees of a
trust for the benefit of Rogers family members, and the chief executive officer of the private Rogers
family holding companies. (A substantial majority of those individuals are currently serving as
directors of RCI.)
The Control Trust Chair is also obligated to use reasonable efforts to procure the appointment
of the Control Trust Chair and the Control Trust Vice-Chair to the Finance and Nominating
Committees of the RCI board (with the Control Trust Chair appointed as chair of these
committees). In addition, the estate arrangements provide that the Control Trust Chair should be a
senior officer of RCI, such as the chairman or deputy chairman of the board of directors of RCI, or a
member of senior management of RCI.
The Advisory Committee is responsible for the appointment and removal of the Control Trust
Chair and the Control Trust Vice-Chair (with preference being given to members of the Rogers
family in accordance with the order of priority set out in the estate arrangements), the approval on
behalf of the Rogers Control Trust of certain significant transactions affecting RCI, including any
transaction that would result in a change of control of RCI or any of its material subsidiaries or the
sale by any of them of all or substantially all of its assets or the acquisition by any of them of
significant assets, and the imposition of conditions, if any, on the voting of proxies by the Control
Trust Chair. Decisions of the Advisory Committee generally require approval by two-thirds of its
members as well as the concurrence of the Trustee. The current members of the Advisory
Committee are: Loretta A. Rogers, Lisa A. Rogers, Edward S. Rogers, Melinda M. Rogers, Martha L.
Rogers, David A. Robinson and Ann T. Graham (Rogers family members); Alan D. Horn, Thomas I.
Hull and John H. Tory (trustees of a trust for the benefit of Rogers family members); and Philip B.
Lind and Peter C. Godsoe.
The Trustee is responsible for the administration of the Rogers Control Trust. Its responsibilities
include appointing individuals as Control Trust Chair, Control Trust Vice-Chair and Advisory
Committee members in accordance with the estate arrangements, executing proxies in favour of
the Control Trust Chair, imposing conditions on the voting of proxies as directed by the Advisory
Committee, and preparing reports for the Advisory Committee on the stewardship of the Control
Trust Chair and the performance of the Rogers group of companies.
The Rogers Control Trust satisfies the Limits that apply to RCI and its regulated subsidiaries.
RESTRICTED SHARE DISCLOSURE
Holders of Class B Shares are entitled to receive notice of and to attend meetings of
our shareholders, but, except as required by law or as stipulated by stock exchanges, are
not entitled to vote at such meetings. If an offer is made to purchase outstanding Class A
Shares, there is no requirement under applicable law or the Corporation’s constating
documents that an offer be made for the outstanding Class B Shares and there is no other
protection available to holders of Class B Shares under the Corporation’s constating
documents. If an offer is made to purchase both Class A Shares and Class B Shares, the
offer for the Class A Shares may be made on different terms than the offer to the holders
of Class B Shares.
Further information as to our capital structure is contained in the consolidated financial
statements for the year ended December 31, 2012, Note 22.
8
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Business of the Meeting
1. ELECTION OF DIRECTORS
In accordance with our Articles, the Board has set at 17 the number of directors to be elected
at the meeting. All of the current directors retire at the meeting but are eligible for re-election.
Unless his or her office is vacated in accordance with applicable laws or the Articles, each director
elected at the meeting will hold office until the next annual general meeting of the Shareholders of
the Corporation or until his or her successor is elected or appointed.
Class A Shareholders vote for individual directors. The Board has adopted a majority voting
policy, under which a director who is elected in an election with more votes withheld than in favour
of his or her election is expected to tender his or her resignation to the Chair of the Board. The Board
will refer the resignation to the Corporate Governance Committee for consideration. The Board will
promptly accept the resignation unless the Corporate Governance Committee determines that there
are circumstances that justify either the delay of the acceptance of the resignation or the rejection of
it. The board will make a decision within 90 days after the meeting and issue a press release either
announcing the resignation or explaining why it has not been accepted. The policy does not apply
where an election involves a proxy battle i.e., where proxy material is circulated in support of one or
more nominees who are not part of the director nominees supported by the Board.
We do not currently have a mandatory retirement policy for our directors. The management
representatives named in the enclosed proxy card intend (subject to contrary instructions) to vote
FOR the election of the 17 proposed nominees.
THE PROPOSED NOMINEES
This section provides information on each person nominated by management for election as a
director.
Mr. Birchall serves as director and Vice Chairman of Barrick Gold Corporation and Chairman of Barrick
International Banking Corporation, a subsidiary of Barrick Gold Corporation. Mr. Birchall served as Vice
Chairman of TrizecHahn Corporation from 1996 to 2001. Mr. Birchall is a Fellow of the Institute of
Chartered Accountants of England and Wales.
Board/Committee
Membership
Charles William David Birchall
Age: 70
Toronto, Ontario Canada
Director Since: 2005
(8 years)
Independent
Attendance
Board
Audit
Finance
Nominating
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
5 of 5
6 of 6
2 of 2
100%
100%
100%
100%
20 of 20
100%
Barrick Gold Corporation
(TSX/NYSE:ABX)
Skills and Experience: mining, finance, accounting, senior executive(1), director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
40,000
29,748
$2,662,536
6.0
Yes
41.0
2013
Nil
42,134
35,611
$3,819,046
6.0
Yes
58.8
Change
Nil
2,134
5,863
$1,156,510
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
Votes withheld
Total votes cast
103,746,814
12,597
103,759,411
99.99%
0.01%
100%
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
9
Mr. Burch is Chairman of the Board of the University of Maryland Medical Systems, and has more than
30 years’ experience in the communications industry. Mr. Burch served as President and Chief Executive
Officer of Virgin Media (formerly NTL, Inc.) in the United Kingdom from 2006 to 2007. Mr. Burch served
in various capacities at Comcast Cable Communications, most recently as President of the Atlantic
Division from 1987 to 2005. Mr. Burch serves on various public service boards and educational
institutions. He has a JD from Gonzaga University.
Board/Committee
Membership
Attendance
Board
Audit
Stephen Aaron Burch
Age: 63
Owings Mills, Maryland,
United States
Director Since: 2010
(3 years)
Independent
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
5 of 5
100%
100%
12 of 12
100%
Nil
Skills and Experience: communications, senior executive(1), director(3), public sector(6)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Equity
at Risk(2)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
Nil
4,522
$171,609
6.0
Yes(9)
2.6
2013
Nil
Nil
6,949
$338,416
6.0
Yes(9)
5.2
Change
Nil
Nil
2,427
$166,807
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,738,354
21,057
103,759,411
99.98%
0.02%
100%
Percentage of votes
Mr. Clappison is a Corporate Director. Mr. Clappison was associated with PricewaterhouseCoopers from
1968 until his retirement in 2005. From 1990 to 2005, Mr. Clappison was the Greater Toronto Area
Managing Partner of PricewaterhouseCoopers. Mr. Clappison is a Chartered Accountant and a Fellow of
the Institute of Chartered Accountants of Ontario.
Board/Committee
Membership
Attendance
Board
Audit
Pension
John Henry Clappison
Age: 66
Toronto, Ontario Canada
Director Since: 2006
(7 years)
Independent
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
5 of 5
3 of 3
100%
100%
100%
15 of 15
100%
SunLife Financial Inc.
(TSX/NYSE/Other:SLF)
Cameco Corporation
(TSX/NYSE:CCO)
Inmet Mining Corporation
(TSX:IMN)
Skills and Experience: accounting, finance, senior executive(1), director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2011 Cash
Retainer
2012
Nil
1,000
17,259
$693,319
6.0
Yes
10.7
2013
400
800
20,200
$1,023,324
6.0
Yes
15.7
Change
400
-200
2,941
$330,005
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
10
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Votes withheld
Total votes cast
103,738,674
20,737
103,759,411
99.98%
0.02%
100%
Mr. Godsoe is a Corporate Director and has served as Lead Director of the Corporation since
March 2006. Mr. Godsoe is a member of the Advisory Committee of the Rogers Control Trust.(5) Prior to
December 2003, Mr. Godsoe was the Chairman and Chief Executive Officer of the Bank of Nova Scotia,
a financial services company. Mr. Godsoe holds a B.Sc. (Mathematics and Physics) from the University of
Toronto and an M.B.A. from the Harvard Business School. He is a Chartered Accountant and a Fellow of
the Institute of Chartered Accountants of Ontario.
Board/Committee
Membership
Attendance
Board
Finance
Compensation
Corporate Governance
Nominating
Peter Cowperthwaite
Godsoe, O.C., O. Ont.
Age: 74
Toronto, Ontario Canada
Director Since: 2003
(10 years)
Independent
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
6 of 6
4 of 4
2 of 2
2 of 2
100%
100%
100%
100%
100%
21 of 21
100%
Ingersoll-Rand Company Limited
(NYSE:IR)
Onex Corporation
(TSX:OCX)
Skills and Experience: banking, finance, accounting, senior executive(1), director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Equity
at Risk(2)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
28,400
54,684
$3,164,113
6.0
Yes
30.1
2013
Nil
28,400
63,993
$4,521,691
6.0
Yes
43.1
Change
Nil
Nil
9,309
$1,357,578
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,746,394
13,017
103,759,411
99.99%
0.01%
100%
Percentage of votes
Mr. Horn has served as Chairman of the Board of the Corporation and President and Chief Executive
Officer of Rogers Telecommunications Limited and certain private companies which control the
Corporation since March 2006. Mr. Horn was Vice President, Finance and Chief Financial Officer of the
Corporation from September 1996 to March 2006 and he served as President and Chief Operating
Officer of Rogers Telecommunications Limited from 1990 to 1996. Mr. Horn was Acting President and
Chief Executive Officer of the Corporation from October 2008 to March 2009. Mr. Horn is a member of
the Advisory Committee of the Rogers Control Trust.(5) Mr. Horn is a Chartered Accountant. Mr. Horn
received a B.Sc. with First Class Honours in Mathematics from the University of Aberdeen, Scotland.
Board/Committee
Membership
Alan Douglas Horn
Age: 61
Toronto, Ontario Canada
Director Since: 2006
(7 years)
Non-Independent
Attendance
Board
Pension Committee
Finance Committee
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
3 of 3
6 of 6
100%
100%
100%
16 of 16
100%
Fairfax Financial Holdings
Limited
(TSX:FFH)
CCL Industries Inc.
(TSX:CCL)
Skills and Experience: telecommunications, finance, accounting, senior executive(1), director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
46,600
1,304,255
26,664
$52,826,513
6.0
Yes
211.3
2013
46,600
1,304,255
31,860
$68,438,953
6.0
Yes
273.8
Nil
Nil
5,196
$15,612,440
Change
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
Votes withheld
Total votes cast
103,737,091
22,320
103,759,411
99.98%
0.02%
100%
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
11
Mr. Hull is Chairman and Chief Executive Officer of The Hull Group of Companies, an insurance
brokerage firm. Mr. Hull is a member of the Advisory Committee of the Rogers Control Trust.(5) Mr. Hull
is a graduate of Upper Canada College and the Insurance Co. of North America College of Insurance
and Risk Management. Mr. Hull is a life member of the Canadian Association of Insurance and Financial
Advisors and past president of the Life Underwriters’ Association of Toronto.
Board/Committee
Membership
Attendance
Board
Finance
Compensation
Corporate Governance
Thomas Ian Hull
Age: 80
Toronto, Ontario Canada
Director Since: 1979
(34 years)
Independent
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
6 of 6
4 of 4
2 of 2
100%
100%
100%
100%
19 of 19
100%
Nil
Skills and Experience: insurance, senior executive(1)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Equity
at Risk(2)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
408,400
3,100
73,144
$17,944,197
6.0
Yes
288.5
2013
383,400
3,100
78,342
$23,326,509
6.0
Yes
358.9
Change
-25,000
Nil
5,198
$5,382,312
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,746,389
13,022
103,759,411
99.99%
0.01%
100%
Percentage of votes
Mr. Lind serves as Vice-Chairman of the Corporation and is a member of the Advisory Committee of the
Rogers Control Trust.(5) Mr. Lind joined the Corporation in 1969 as Programming Chief and has served
as Secretary of the Board and Senior Vice President, Programming and Planning. Mr. Lind is also a
director of the Council for Business and the Arts and the Art Gallery of Ontario. Mr. Lind is a former
member of the Board of the National Cable Television Association in the U.S. and is a former Chairman
of the Canadian Cable Television Association. He is also Chairman of the Board of the CCPTA (Channel
17, WNED) and a director of the Atlantic Salmon Federation, Vancouver Art Gallery Board and The
US Cable Center, Denver. Mr. Lind holds a B.A. (Political Science and Sociology), University of British
Columbia and a M.A. (Political Science), University of Rochester. In 2002, he received a Doctor of Laws,
honoris causa, from the University of British Columbia. In 2002, Mr. Lind was appointed to the Order
of Canada. In 2012 he was inducted into the U.S. Cable Hall of Fame, the 3rd Canadian to be so
honoured.
Philip Bridgman Lind, C.M.
Age: 69
Toronto, Ontario Canada
Director Since: 1979
(34 years)
Non-Independent
Board/Committee
Membership
Attendance
Public Board Memberships
(Exchange:Symbol)
Board
7 of 7
100%
Combined Total
7 of 7
100%
Brookfield Asset Management
Inc.
(TSX/NYSE:BAM)
Skills and Experience: cable, broadcasting, senior executive(1), director(3)
Equity Ownership: Mr. Lind is subject to share ownership guidelines in his capacity as an employee of the Corporation – See “Senior
Executive Incentive and Ownership Program – (c) Share Ownership Guidelines” below
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
380,520
926
48,319
n/a
n/a
n/a
2013
380,520
926
50,224
n/a
n/a
n/a
n/a
Nil
Nil
1,905
n/a
n/a
n/a
n/a
Change
n/a
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
12
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Votes withheld
Total votes cast
103,728,451
30,960
103,759,411
99.97%
0.03%
100%
Mr. MacDonald is an experienced senior executive who has worked at some of Canada’s largest
technology organizations. Mr. MacDonald was President, Enterprise Division of MTS Allstream when he
retired in December of 2008. In November 2002, Mr. MacDonald joined AT&T Canada as President and
Chief Operating Officer. The company was re-branded Allstream in 2003 and was subsequently acquired
by MTS the following year. Previously Mr. MacDonald served as President and Chief Executive Officer of
Leitch Technology Corp. Prior to that, he was with Bell Canada from 1994 to 1999, serving first as
Executive Vice President, Business Development and Chief Technology Officer before becoming
President and COO in 1998. Mr. MacDonald began his career in 1977 at NBTel, the major supplier of
telecommunications services in New Brunswick, rising to the post of President and Chief Executive
Officer in 1994. Mr. MacDonald currently is a director of two privately held companies. Mr. MacDonald
was previously a director of Rogers Cable. Mr. MacDonald holds a B.Sc. in electrical engineering from
Dalhousie University and a B.A., Engineering from the Technical University of Nova Scotia.
John A. MacDonald
Age: 58
Toronto, Ontario Canada
Director Since: 2012
(1 year)
Independent
Board/Committee
Membership
Attendance
Public Board Memberships
(Exchange:Symbol)
Board
Audit
5 of 5
3 of 3
100%
100%
Combined Total
8 of 8
100%
Nil
Skills and Experience: telecommunications, senior executive(1), director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Equity
at Risk(2)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
Nil
Nil
Nil
6.0
n/a
n/a
2013
Nil
Nil
2,999
$146,051
6.0
Yes(9)
2.2
Change
Nil
Nil
2,999
$146,051
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,738,354
21,057
103,759,411
99.98%
0.02%
100%
Percentage of votes
Ms. Marcoux serves as Transcontinental Inc.’s Chair, and was previously Vice Chair, from 2007, and Vice
President, Corporate Development, from 2004. Between 1997 and 2004, Ms. Marcoux held the
positions of Director, Mergers and Acquisitions, Legal Counsel and Assistant Secretary at
Transcontinental Inc. Prior to joining Transcontinental Inc., Ms. Marcoux was a lawyer at McCarthy
Tétrault LLP. Ms. Marcoux is a member of the Board of George Weston Limited, Power Corporation of
Canada and the Board of Trade of Metropolitan Montreal. Ms. Marcoux holds a B.A., Economics and
Political Sciences and a B.A., Civil Law, both from McGill University.
Board/Committee
Membership
Attendance
Board
Corporate Governance
Compensation
Isabelle Marcoux
Age: 43
Montreal, Quebec Canada
Director Since: 2008
(5 years)
Independent
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
2 of 2
3 of 4
100%
100%
75%
12 of 13
92%
Transcontinental Inc.
(TSX: TCL)
George Weston Limited
(TSX:WN)
Power Corporation of Canada
(TSX:POW)
Skills and Experience: law, publishing, senior executive(1), director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
Nil
12,579
$477,373
6.0
Yes
7.3
2013
Nil
Nil
16,418
$799,556
6.0
Yes
12.3
Change
Nil
Nil
3,839
$322,183
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
Votes withheld
Total votes cast
103,738,589
20,822
103,759,411
99.98%
0.02%
100%
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
13
Mr. Mohamed serves as President and Chief Executive Officer of the Corporation. Mr. Mohamed
previously served as President and Chief Operating Officer, Communications Group of the Corporation.
Mr. Mohamed joined the Corporation in August 2000 as President and Chief Operating Officer of
Rogers Wireless Inc. and served as President and Chief Executive Officer of Rogers Wireless Inc. from July
2001 to May 2005. Mr. Mohamed is also a board member of TD Bank Financial Group and Maple Leaf
Sports & Entertainment and is a member of Ryerson University’s Board of Governors. Mr. Mohamed
holds an undergraduate degree from the University of British Columbia. Mr. Mohamed is a Chartered
Accountant and a Fellow of the Institute of Chartered Accountants of British Columbia.
Board/Committee
Membership
Nadir Mohamed(11)
Age: 56
Toronto, Ontario Canada
Director Since: 2005
(8 years)
Non-Independent
Attendance
Public Board Memberships
(Exchange:Symbol)
Board
7 of 7
100%
Combined Total
7 of 7
100%
The Toronto-Dominion Bank
(TSX:TD)
Skills and Experience: telecommunications, senior executive(1), director(3)
Equity Ownership: Mr. Mohamed is subject to share ownership guidelines in his capacity as an employee of the Corporation – See “Senior
Executive Incentive and Ownership Program – (c) Share Ownership Guidelines” below
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
45,135
Nil
n/a
n/a
n/a
n/a
2013
Nil
46,336
Nil
n/a
n/a
n/a
n/a
Change
Nil
1,201
Nil
n/a
n/a
n/a
n/a
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,737,251
22,160
103,759,411
99.98%
0.02%
100%
Percentage of votes
Mr. Peterson is Chairman of the law firm Cassels Brock & Blackwell LLP. Mr. Peterson is Chancellor
Emeritus of the University of Toronto and also a director of St. Michael’s Hospital. Mr. Peterson holds a
B.A. from the University of Western Ontario and a LL.B. from the University of Toronto, was called to the
Bar of Ontario in 1969, appointed Queen’s Counsel in 1980, and summoned by Her Majesty to the Privy
Council in 1992. Mr. Peterson served as Premier of the Province of Ontario from 1985 and 1990.
Board/Committee
Membership
Attendance
Board
Pension
Public Board Memberships
(Exchange:Symbol)
7 of 7
3 of 3
100%
100%
10 of 10
100%
The Honourable David
Robert Peterson, P.C., Q.C.
Age: 69
Toronto, Ontario Canada
Director Since: 1991
(22 years)
Independent
Combined Total
Industrielle Alliance Insurance
and Financial Services Inc.
(TSX:IAG)
Franco-Nevada Corporation
(TSX:FNV)
VersaPay Corporation
(TSX Venture:VPY)
MBAC Fertilizer Corp.
(TSX:MBC)
SouthEast Group Ltd.
(HKSE: 0726)
Skills and Experience: law, senior executive(1), director(3), public sector(6)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
76,900
64,645
$5,401,623
6.0
Yes
83.1
2013
Nil
76,900
71,564
$7,290,178
6.0
Yes
112.2
Change
Nil
Nil
6,919
$1,888,555
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
14
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Votes withheld
Total votes cast
103,728,031
31,380
103,759,411
99.97%
0.03%
100%
Mr. Rogers serves as Deputy Chairman and Executive Vice-President of the Emerging Business and
Corporate Development of the Corporation. He is the Control Trust Chair and a member of the Advisory
Committee of the Rogers Control Trust.(5) Mr. Rogers previously served as President and Chief Executive
Officer of Rogers Cable Communications Inc. from 2003 to 2009. Mr. Rogers worked for Comcast
Corporation, Philadelphia from 1993 to 1996. He served as Vice President and General Manager,
Paging, Data and Emerging Technologies of Rogers Wireless Inc. from 1996 to 1998; Vice President and
General Manager, GTA of Rogers Cable Inc. from 1998 to 2000; and Senior Vice-President, Planning
and Strategy of the Corporation from 2000 to 2002. Mr. Rogers is Chairman of The Toronto Blue Jays
and is on the Board of Directors of Maple Leaf Sports & Entertainment and CableLabs. Mr. Rogers also
sits on the Boards of The Hospital for SickKids Foundation and the ONEXONE Foundation. Mr. Rogers
holds a B.A., University of Western Ontario.
Edward S. Rogers(7)
Age: 43
Toronto, Ontario Canada
Director Since: 1997
(16 years)
Non-Independent
Board/Committee
Membership
Attendance
Board
Finance
Nominating
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
6 of 6
2 of 2
100%
100%
100%
15 of 15
100%
Nil
Skills and Experience: cable, telecommunications, director(3)
Equity Ownership: Mr. Rogers is subject to share ownership guidelines in his capacity as an employee of the Corporation – See “Senior
Executive Incentive and Ownership Program – (c) Share Ownership Guidelines” below
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
2,000
1,003,103
Nil
n/a
n/a
n/a
n/a
2013
2,000
1,004,318
Nil
n/a
n/a
n/a
n/a
Nil
1,215
Nil
n/a
n/a
n/a
n/a
Change
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,735,870
23,541
103,759,411
99.98%
0.02%
100%
Percentage of votes
Mrs. Rogers serves as a Corporate Director and is a member of the Advisory Committee of the Rogers
Control Trust.(5) Mrs. Rogers is President of the Canadian Lyford Cay Foundation and a member of the
American Lyford Cay Foundation. Mrs. Rogers is also a member of the Toronto General & Western
Hospital Foundation. Mrs. Rogers holds a B.A., University of Miami, an honourary Doctorate of Laws,
University of Western Ontario, and an honourary Doctor of Laws, Ryerson University.
Board/Committee
Membership
Loretta Anne Rogers(7)
Age: 73
Toronto, Ontario Canada
Director Since: 1979
(34 years)
Non-Independent
Attendance
Public Board Memberships
(Exchange:Symbol)
Board
6 of 7
86%
Combined Total
6 of 7
86%
Nil
Skills and Experience: director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
2,000
91,675
54,366
$5,655,669
6.0
Yes
87.0
2013
2,000
85,945
60,740
$7,311,576
6.0
Yes
112.5
Nil
-5,730
6,374
$1,655,907
Change
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
Votes withheld
Total votes cast
103,736,621
22,790
103,759,411
99.98%
0.02%
100%
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
15
Ms. Rogers is a member of the Advisory Committee of the Rogers Control Trust.(5) She holds a Doctor of
Naturopathic Medicine degree from the Canadian College of Naturopathic Medicine and a B.A. from the
University of Western Ontario. Ms. Rogers serves on several charitable boards including as Chair of The
Rogers Foundation, and previously served as a director of Rogers Wireless Communications Inc. and
Rogers Media Inc. Ms. Rogers is a director of the Canadian Lyford Cay Foundation, a member of the
Advisory Board of Artists for Peace and Justice and is on the Board of Trustees of The Bishop Strachan
School (BSS).
Board/Committee
Membership
Attendance
Board
Pension
Martha Loretta Rogers(7)
Age: 40
Toronto, Ontario Canada
Director Since: 2008
(5 years)
Non-Independent
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
1 of 3
100%
33%
8 of 10
80%
Nil
Skills and Experience: director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Equity
at Risk(2)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
200
602,210
12,201
$23,559,525
6.0
Yes
362.5
2013
200
602,210
16,925
$30,631,696
6.0
Yes
471.3
Nil
Nil
4,724
$7,072,171
Change
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,736,481
22,930
103,759,411
99.98%
0.02%
100%
Percentage of votes
Ms. Rogers has served as Senior Vice-President, Strategy and Development of the Corporation, since
October 2006 and Founder of Rogers Venture Partners since September 2011. Ms. Rogers is the Control
Trust Vice-Chair and a member of the Advisory Committee of the Rogers Control Trust.(5) Ms. Rogers
joined Rogers Communications Inc. in 2000 as Vice President, Venture Investments and has also served
as Vice President, Strategic Planning & Venture Investments from 2004 to 2006. In addition to her role
within RCI, Ms. Rogers has served as a board member and advisor for a number of companies. She is
currently the Chairman of the Jays Care Foundation, and is a director of The Governing Council of the
University of Toronto, and iBAHN Corporation. Prior to joining Rogers, Ms. Rogers was a Product
Manager for [email protected], Redwood City, California. Ms. Rogers holds a B.A., University of Western
Ontario and an M.B.A. from Joseph L. Rotman School of Business at the University of Toronto.
Board/Committee
Membership
Melinda Mary Rogers(7)
Age: 42
Toronto, Ontario Canada
Director Since: 2002
(11 years)
Non-Independent
Attendance
Board
Nominating
Pension
Finance
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
2 of 2
2 of 3
6 of 6
100%
100%
67%
100%
17 of 18
95%
Nil
Skills and Experience: telecommunications, finance, director(3)
Equity Ownership: Ms. Rogers is subject to share ownership guidelines in her capacity as an employee of the Corporation
Year
Class A
Shares
Class B
Shares
DSUs
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Equity
at Risk(2)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
200
603,960
3,741
n/a
n/a
n/a
n/a
2013
200
603,960
3,887
n/a
n/a
n/a
n/a
Nil
Nil
146
n/a
n/a
n/a
n/a
Change
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
16
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Votes withheld
Total votes cast
103,735,750
23,661
103,759,411
99.98%
0.02%
100%
Mr. Sirois is Chair of the Board of the Canadian Imperial Bank of Commerce and has been a director
since 1997. Mr. Sirois is also Chairman of Telesystem Ltd., a private holding company of which he is the
founder and principal shareholder, and Founder and Chairman of Enablis Entrepreneurial Network, a
Canadian-based not-for-profit organization whose mission is to drive meaningful economic development
by empowering individual entrepreneurs in the developing world. He is also Founding Partner of Tandem
Expansion Fund, a private investment fund focused on growth capital for high potential Canadian
technology companies. Mr. Sirois has extensive experience in telecommunications, having held senior
positions at BCE Mobile Communications and Teleglobe and having founded and held senior positions
at Microcell Telecommunications and Telesystem International Wireless. Mr. Sirois holds a Bachelor’s
degree in Finance from Université de Sherbrooke, a Masters degree in Finance from Université Laval
(Québec City), as well as honorary doctorates from Université du Québec à Montréal, University of
Ottawa, Concordia University, Laval University and École de technologie supérieure. Mr. Sirois received
the Order of Canada in 1994 and was appointed knight of the Ordre national du Québec in 1998. In
2010, he was inducted into Canada’s Telecommunications Hall of Fame.
Charles Sirois(10)
Age: 58
Montreal, Quebec Canada
Director Since: 2012
(1 year)
Independent
Board/Committee
Membership
Attendance
Public Board Memberships
(Exchange:Symbol)
Board
Finance
5 of 5
3 of 4
100%
75%
Combined Total
8 of 9
89%
Canadian Imperial Bank of
Commerce
(TSX/NYSE:CM)
Skills and Experience: telecommunications, senior executive(1), director(3)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
Nil
Nil
Nil
Nil
6.0
n/a
n/a
2013
Nil
3,940
3,686
$374,459
6.0
Yes(9)
5.8
Change
Nil
3,940
3,686
$374,459
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Votes withheld
Total votes cast
103,738,254
21,157
103,759,411
99.98%
0.02%
100%
Percentage of votes
Mr. Tory is a Corporate Director, and a member of the Advisory Committee of the Rogers Control
Trust.(5) He served as a Member of Provincial Parliament and Leader of the Official Opposition in Ontario.
Previous to that he was President & CEO of Rogers Media Inc. (1995-1999) and Rogers Cable Inc. (19992003). He was a managing partner of the law firm Torys LLP before joining Rogers. He is Chair of the
Greater Toronto Civic Action Alliance (formerly Toronto City Summit Alliance), a broadcaster and is
active in numerous charitable and community organizations.
Board/Committee
Membership
Attendance
Board
Corporate Governance
Nominating
Compensation
John H. Tory, O. Ont.(8)
Age: 58
Toronto, Ontario Canada
Director Since: 2010
(3 years)
Independent
Combined Total
Public Board Memberships
(Exchange:Symbol)
7 of 7
2 of 2
2 of 2
4 of 4
100%
100%
100%
100%
15 of 15
100%
Metro Inc.
(TSX:MRUA)
Skills and Experience: communications, senior executive(1), director(3), law, public sector(6)
Equity Ownership:
Year
Class A
Shares
Class B
Shares
DSUs
Equity
at Risk(2)
Minimum
Shareholding
Requirements
(multiple
of annual
retainer)
Meets
Requirements
Equity at Risk
as Multiple of
2012 Cash
Retainer
2012
7,812
114,000
4,522
$4,845,709
6.0
Yes
74.5
2013
7,812
114,000
6,949
$6,373,564
6.0
Yes
98.1
Nil
Nil
2,427
$1,527,855
Change
Nil
Voting Results of 2012 annual general meeting:
Votes for
Number of votes
Percentage of votes
Votes withheld
Total votes cast
103,737,629
21,782
103,759,411
99.98%
0.02%
100%
Notes:
(1) Senior officer or Chair of the Board of a major organization.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
17
(2) Equity at Risk is determined by adding the value of Class A Shares, Class B Shares and DSUs beneficially owned. Certain directors
have control or direction over Class B shares which are not reported here as they are not included in the determination of Equity
at Risk. The value of the Class A Shares and Class B Shares is determined with reference to the closing price for those shares on
the Toronto Stock Exchange on March 5, 2013, which was $50.49 and $49.48, respectively. The value of DSUs is the fair market
value of a DSU on March 5, 2013, calculated based on the weighted average trading price of the Class B Shares on the Toronto
Stock Exchange for the five trading days before March 5, 2013 which was $48.70. For 2012, Equity at Risk was calculated using
the value of the Class A Shares and Class B Shares determined on March 5, 2012, which was $38.83 and $38.34, respectively,
and using the fair market value of a DSU calculated based on the weighted average trading price of the Class B Shares on the
Toronto Stock Exchange for the five trading days before March 5, 2012, which was $37.95.
(3) Director of another major public, private or non-profit organization.
(5) Voting control of the Corporation is held by the Rogers Control Trust. See “Outstanding Shares and Main Shareholders”,
above.
(6) Including crown corporations and educational institutions.
(7) Each of Edward S. Rogers, Loretta A. Rogers, Martha L. Rogers and Melinda M. Rogers, are immediate family members of each
other and members of the family of the late Ted Rogers. For additional information, please see “Outstanding Shares and Main
Shareholders”, above.
(8) Mr. Tory was a director of Charter Communications Inc. when it filed for protection from its creditors in 2009.
(9) Mr. Burch, Mr. MacDonald and Mr. Sirois have 5 years to attain the required ownership. For additional information, please see
“Share Ownership Guidelines”.
(10) Mr. Sirois was Chairman of the Board of Microcell when it elected and was granted protection to restructure its capital under
the CCAA in January 2003. In May 2003 Microcell successfully emerged from the CCAA proceedings and was restructured
pursuant to a plan of reorganization and of compromise and arrangement filed in February 2003, adopted by its affected
creditors and judicially sanctioned. Mr. Sirois ceased to be a director of Microcell in 2004.
(11) On February 14, 2013, we announced that the Company’s President and Chief Executive Officer, Nadir Mohamed, has decided
to retire in January 2014. Mr. Mohamed has agreed to work with the Board to ensure a seamless and orderly transition and to
continue to lead the company in 2013. The Board is appointing a search committee and selecting a search firm to begin an
international search.
Each of the proposed nominees is now a director and has been a director since the date
indicated above. Information as to shares beneficially owned by each proposed nominee or over
which each proposed nominee exercises control or direction, directly or indirectly, not being within
our knowledge, has been furnished by the respective proposed nominees individually.
2. APPOINTMENT OF AUDITORS
KPMG LLP have been our external auditors for over thirty years. They were re-appointed at our
annual general meeting of the Shareholders of the Corporation on April 25, 2012.
Upon recommendation of the Audit committee, management proposes that KPMG LLP be reappointed as auditors of the Corporation. The management representatives named in the enclosed
proxy card intend (subject to contrary instructions) to vote FOR the appointment of KPMG LLP as
auditors to act until the next Annual General Meeting.
The following table presents the amount of fees for professional services rendered by
KPMG LLP for the audit of the annual financial statements and fees billed for other services
rendered by KPMG LLP.
2012
Auditors’ Fees
Audit
Fees(1)
Audit-Related Fees(2)
Tax Fees(3)
All Other
Fees(4)
Total
2011
($)
%
($)
%
$6,158,529
64.5
$ 6,869,085
64.5
463,044
4.8
512,731
4.8
1,512,418
15.8
1,197,300
11.2
1,421,369
14.9
2,073,755
19.5
$9,555,360
100
$10,652,871
100
Notes:
(1) Consist of fees related to statutory audits, related audit work in connection with registration statements and other filings with
various regulatory authorities, quarterly reviews of interim financial statements and consultations related to accounting matters
impacting the consolidated financial statements.
(2) Consist mainly of advice relating to compliance with pension plan audits and other specified procedures engagements.
(3) Consist of fees for tax consultation and compliance services, including indirect taxes.
(4) Consist mainly of fees for operational advisory and risk management services and French translation of certain filings with
regulatory authorities.
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ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Executive Compensation
This part of the Information Circular explains how the Corporation’s executive compensation
programs are designed and operated, and is organized as follows:
TABLE OF CONTENTS
Letter to Shareholders
Report of the Compensation Committee
Compensation Discussion & Analysis
Named Executive Officers
Executive Compensation Philosophy and Objectives
Talent Management and Succession Planning
Committee’s Independent Compensation Advisor and Other Consultants
Compensation Risk Assessment
Peer Group(s) & Positioning of Executive Compensation
Components of Compensation
2012 NEO Pay Mix
Senior Executive Incentive and Ownership Program
CEO Performance and Compensation
Benefits & Perquisites
Retirement and other Post Employment Arrangements
Performance Graph
Summary Compensation Table
Incentive Plan Awards
Summary of Equity-based Incentive Plans
Pension Plan Benefits
Employment Agreements
Potential Payments on Termination, Resignation, Retirement or Change in Control
Conclusion
19
22
24
24
24
24
25
26
27
29
30
34
37
38
38
39
40
42
43
48
49
54
55
LETTER TO SHAREHOLDERS
Dear fellow shareholders:
On behalf of the Compensation Committee and the Board of Directors, we are pleased to
provide you with an overview of our approach to executive compensation including our
philosophy, programs, 2012 plan outcomes and our priorities for 2013. Our goal is to provide you
with a clear understanding of how and what we pay our executives and the context to understand
key decisions made in the past year through the Compensation Discussion & Analysis that follows.
Our approach to executive compensation
At Rogers we have a strong pay for performance philosophy. Our compensation program is
designed to ensure a strong link between pay, company performance, and the creation of
sustainable long-term value for shareholders, with the following objectives in mind:
•
Attract and motivate talented executives in a competitive environment;
•
Reward executives appropriately for exceptional organizational and business unit
performance (opportunity for above median total direct compensation for above median
performance);
•
Recognize strong performance over both the short and long-term;
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ROGERS COMMUNICATIONS INC.
19
•
Align management’s interests with those of shareholders through performance conditions
in incentive plans and share ownership expectations;
•
Retain high performing executives and encourage their long-term career commitment to
the Corporation through diversity of experience and differentiation of pay; and
•
Ensure that our compensation plans align with good governance practices, and do not
incent risk taking behaviour beyond the Corporation’s risk tolerance.
We did not make significant changes to our compensation programs in 2012; however, we
continue to review our executive compensation program to ensure it provides the ability to attract,
motivate and retain key executive talent critical to the achievement and evolution of our business
strategy. We also work with our independent advisor, Hugessen Consulting Inc., to align with
current best practices, governance and regulatory trends. We are committed to continually evolving
our compensation program to ensure it reflects our corporate strategy.
2012 Performance and Pay
Annual Incentive Program
In 2012, the CEO and the other Named Executive Officers participated in the Annual Incentive
Plan, which provides executives with variable compensation based on the achievement of annual
performance goals. The plan measures are 100% aligned to the corporate scorecard. In addition,
the CEO has an individual performance multiplier which will further impact his award based on an
assessment of his individual performance, determined at the sole discretion of the Board and based
on a recommendation from the Chairman of the Board. The key metrics in the plan – both financial
and non-financial – are designed to drive alignment with Rogers’ strategic framework and
company priorities. Each executive is also assessed on how well they live the Rogers values in
leading their teams and driving results.
For 2012, the plan design included the following key metrics – Adjusted Operating Profit,
Revenue, Customer Service, Churn, and Gross Post Paid Additions – these are key indicators of the
organization’s performance against our strategic framework and within our industry. The following
table provides a summary of how we performed against the plan’s metrics:
Performance Metric
2012 Target
2012 Results
Adjusted Operating Profit(1)
$ 4.817B
$4.793B
99.5%
Revenue(2)
$12.264B
$11.942
97.4%
Customer
Service(3)
—
—
Achievement
150%
Churn – Cable
1.43%
1.41%
101.4%
Churn – Wireless
1.31%
1.29%
101.5%
Gross Post Paid Customer Additions
35.0%
35.9%
102.6%
Footnotes
(1) Adjusted operating profit excludes stock-based compensation expense; integration, restructuring and acquisition expenses, and
settlement of pension obligations.
(2) Revenue excludes equipment revenue for Wireless.
(3) Customer Service results are not disclosed because they are competitively sensitive.
More detail on our targets, achievement, and payout percentage for key financial metrics is
contained in the Compensation Discussion & Analysis that follows.
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2013 MANAGEMENT INFORMATION CIRCULAR
Long-term Compensation
Long-term, or equity-based compensation is a key component in aligning executives with
shareholder interests. In 2012, Named Executive Officers received their long-term compensation in
the form of performance contingent stock options (50% of their total award) and performance
share units (also 50%). The performance contingent stock options have both a time requirement
and pre-established share price performance targets which must be met in order for options to
vest. The performance share units have annual and three-year cumulative Free Cash Flow targets
which determine the number of units that will vest and pay out at the end of the three year term.
The Talent Agenda
As Rogers continues to face a complex and intensified competitive environment, it becomes
even more important to ensure integration between the talent management, succession, and
compensation program in order to attract, retain, and motivate the right talent to take the
organization forward and deliver on our customer and shareholder commitments. During the year,
we frequently reviewed and discussed the progress on our executive development and succession
plans, and received reports of the talent management plans across the company. We also approved
the appointment of a new EVP & CFO.
2013 Priorities
In 2013, the Board will be initiating a CEO search in light of Nadir Mohamed’s decision to
retire in January 2014. This is a critical hiring decision for the Board, and in addition to this, the
Committee will continue to focus on key areas of succession planning and talent management to
ensure we have the right talent in the right roles in order to execute on our strategy. In addition,
we will continue to review our executive compensation programs to ensure they remain
competitive with the external market, and that the executive team remains aligned with the
business priorities and delivering long-term sustainable value to you, our shareholders.
Conclusion
On behalf of the Compensation Committee and the Board of Directors, we are committed to
open and transparent communication with our shareholders and we invite you to review the
following sections which provide a more detailed view of our executive compensation program,
methodology, and actual pay for our top executives in 2012.
Alan D. Horn, CA
Chairman of the Board
John H. Tory
Chairman, Compensation Committee
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ROGERS COMMUNICATIONS INC.
21
REPORT OF THE COMPENSATION COMMITTEE
Current
Members(1):
Name
Independent
Peter C. Godsoe
Yes
Thomas I. Hull
Yes
Isabelle Marcoux
Yes
John H. Tory
(1)
(2)
(Chair)(2)
Yes
Ronald D. Besse was a committee member until April 25, 2012. William T. Schleyer resigned from the Board January 27, 2013.
John H. Tory replaced Thomas I. Hull as Chair of the committee effective April 25, 2012.
The Compensation Committee is responsible for assisting the Board in its oversight of the
compensation, development and succession of the Corporation’s executives (for more information
on the Committee’s mandate, please refer to Appendix C to this Information Circular for the full
mandate of the Compensation Committee or visit the Corporate Governance section of our
website at rogers.com/investors). The Compensation Committee receives assistance from an
independent advisor in order to fulfill its responsibilities.
All committee members have a thorough understanding of policies, principles, and
governance related to human resources and executive compensation, and the necessary financial
acumen to apply to the evaluation of executive compensation programs. They have acquired this
knowledge through experience in prior roles, some of which include former chief executive officer
positions of large publicly traded companies, as well as other directorship roles including most who
sit on at least one other Rogers Board committee. Mr. Godsoe and Mr. Hull both sit on the
Executive, Finance, and Corporate Governance Committees. In addition, Mr. Godsoe and Mr. Tory
sit on the Nominating Committee. Mr. Tory, along with Ms. Marcoux also sits on the Corporate
Governance Committee. For more information on the occupations, skills, experience, and
independence of each Committee member, please refer to the director profiles contained in this
Information Circular.
Meetings:
The Compensation Committee met four times during 2012 in order to review key items
according to its mandate and annual work plan. The Chair of the Board and members of
management, including the CEO, attended the meetings at the invitation of the Chair of the
Compensation Committee as did the Compensation Committee’s independent advisor, Hugessen
Consulting Inc. (Hugessen). At each meeting there is an in-camera session without management or
the independent advisor present, and the Committee also regularly meets alone with their
independent advisor, without management. Final approval of resolutions is made at the in camera
sessions at the end of the meetings.
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ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Highlights:
The following highlights items reviewed and approved by the Committee in 2012:
CEO Performance, Priorities,
and Compensation
•
Reviewed and approved the 2012 priorities of the CEO.
•
Reviewed the performance of the CEO and
recommended approval of his compensation to the
Board in respect of 2012.
Succession Planning and
Talent Management
•
Reviewed the progress on our executive development,
succession plans, and talent management plans across
the Corporation.
Senior Executive Performance
and Compensation
•
Discussed the CEO’s annual performance assessments
and approved compensation submitted by the CEO for
other senior executives.
Compensation Plan Design
•
Reviewed the extent to which performance measures for
2011 were achieved and approved 2012 funding levels
for executive and broad-based employee incentive plans
based on this achievement.
•
Approved incentive plan design for 2013.
Governance
•
Were informed of regulatory and governance updates by
Committee’s independent advisor
Public Disclosure
•
Reviewed and approved this report of the Compensation
Committee, including the Compensation Discussion &
Analysis.
The Compensation Committee’s decisions about executive compensation policies and
practices are made within the context of the Corporation’s goals of continuing to be an industry
leading, high-performing communications and media company with a superior performance-driven
employee culture and commitment to customer satisfaction. To this end, the Compensation
Committee’s mandate is to oversee management in the attraction and retention of talented and
highly motivated people that will excel in a fast-paced and dynamic environment.
2013 MANAGEMENT INFORMATION CIRCULAR
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23
COMPENSATION DISCUSSION & ANALYSIS
This Compensation Discussion and Analysis (the CD&A) describes and explains the Corporation’s
compensation philosophy and objectives and the significant elements of compensation of the
Corporation’s Named Executive Officers (the NEOs) during the 2012 financial year.
Named Executive Officers
The NEOs for 2012 were:
Name
Title
Nadir Mohamed
President and Chief Executive Officer (CEO)
Anthony Staffieri(1)
Executive Vice President and Chief Financial Officer (CFO)
William W. Linton
Former Executive Vice President, Finance and Chief Financial Officer (CFO)
Robert W. Bruce
President, Communications
Edward Rogers
Executive Vice President, Emerging Business and Corporate Development
Keith Pelley
President, Media
(1)
Anthony Staffieri succeeded William Linton as the CFO following the annual general meeting of the Shareholders of the
Corporation on April 25, 2012. Mr. Linton retired on July 15, 2012.
Executive Compensation Philosophy and Objectives
The Corporation fosters a “pay for performance” culture by placing strong emphasis on
incentive compensation for its executives.
The primary objectives of our executive compensation programs are:
•
Attract and motivate talented executives in a competitive environment;
•
Reward executives appropriately for exceptional organizational and business unit
performance (opportunity for above median total direct compensation for above median
performance);
•
Recognize strong performance over both the short and long-term;
•
Align management’s interests with those of shareholders through performance conditions
in incentive plans and share ownership expectations;
•
Retain high performing executives and encourage their long-term career commitment to
the Corporation through diversity of experience and differentiation of pay; and
•
Ensure that our compensation plans align with good governance practices, and do not
incent risk taking behaviour beyond the Corporation’s risk tolerance.
Different performance measures are used for the Corporation’s annual and long-term
incentive plans in order to balance the objectives that facilitate annual growth and those that
reward the creation of long-term shareholder value. The use of customer satisfaction performance
measures, in addition to financial measures, to determine awards under the Corporation’s Annual
Incentive Plan reflects the Corporation’s commitment to keeping executives focused on the
importance of creating and maintaining customer loyalty.
Talent Management and Succession Planning
A key part of the Compensation Committee’s annual work plan is the focus on building talent,
deepening bench strength and ensuring that succession plans are in place for the most pivotal roles
in the company.
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ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Annually, the CEO provides a comprehensive update to the Committee on the strength and
areas to improve the overall executive leadership, including a review of high potential talent and
the development plans that are in place to both retain and accelerate the development of the
company’s strongest leaders.
The Corporation also has an Annual Talent Management Review Process that is driven by the
CEO and focuses on Director and above roles.
The annual reviews incorporate a metrics driven process that examine the strength of the
Corporation’s key management teams, bench strength and succession planning for all roles
deemed to be critical positions. Periodic updates on the key organization and talent issues are also
regularly discussed at Compensation Committee meetings.
In addition, the Corporation has a focused plan to ensure a high level of engagement is
achieved for all employees in the organization. Twice a year, the company conducts a companywide employee engagement survey and management is accountable to act on the results to
strengthen teams and ensure the Corporation is able to attract, retain and motivate the talent
needed to drive success and execute on its plan.
Committee’s Independent Compensation Advisor and Other Consultants
The Compensation Committee engaged Hugessen to act as its independent advisor starting in
August 2006. Hugessen provides no other services to the Corporation. Hugessen is directly
retained, instructed by and reports to the Compensation Committee and all work must be preapproved by the Committee. The advisor’s role is to provide independent advice, analysis, and
expertise to assist the Committee in evaluating compensation recommendations put forward by
management in order to ensure sound decisions within an effective governance framework.
Hugessen provides the following services:
•
attend and contribute at meeting(s), as determined by the Chair;
•
apprise the Committee of evolving governance trends and best practices;
•
review all compensation materials in advance of each meeting in order to provide
independent advice and counsel on meeting content and recommendations;
•
present relevant benchmarking analysis to the Committee in order to evaluate the market
positioning of key executive roles; and
•
assist the Chair in preparing performance and compensation recommendations for the
CEO.
Management engages Towers Watson from time to time to provide compensation consulting
and services in developing recommendations for the Compensation Committee’s review and
approval. Towers Watson was first engaged by the Corporation for this purpose in 2009. Fees paid
to consultants for their services in this capacity are listed below:
Advisor
Executive CompensationRelated Fees
All Other Fees
2011
2012
2011
2012
Hugessen Consulting Inc.
$341,178
$204,094
Nil
Nil
Towers Watson
$108,696
$61,209
Nil
Nil
The decisions made by the Compensation Committee are the responsibility of the
Compensation Committee and may reflect factors and considerations in addition to the
information and recommendations from Hugessen and the information from Towers Watson.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
25
Input from Management
The Compensation Committee has engaged in active discussions with, and considered
recommendations from, the CEO concerning: (i) appropriate base salary levels and internal pay
equity among executives, (ii) who should participate in the incentive programs and at what levels,
(iii) which performance metrics should be used for different operational groups, (iv) the
determination of performance targets, as well as individual goals and initiatives for the coming
year, where applicable, and (v) whether and to what extent criteria for the previous year have been
achieved. The Compensation Committee has also considered recommendations from the CEO as to
appropriate equity grant levels for the NEOs and senior executives. The Corporation’s Senior VicePresident and Chief Human Resources Officer has been involved in the compensation-setting
process through the preparation of information for the Compensation Committee, which includes
the recommendations of the CEO discussed above in the report of the Compensation Committee.
The Compensation Committee also seeks input from Hugessen throughout the process, in
reviewing and assessing such recommendations.
Compensation Risk Assessment
In 2011, management engaged Towers Watson to conduct a comprehensive assessment of
the Corporation’s executive compensation plans to evaluate whether there are any compensationrelated risks within the programs which are likely to have a material adverse effect on the
organization. Towers Watson found that Rogers has a responsible and effective approach to risk
management and compensation governance, and concluded that our plans are well balanced and
do not encourage excessive risk-taking behaviour.
A full report was presented to the Compensation Committee in 2012. We have provided a
summary of existing features of our compensation approach that mitigate compensation risks,
below:
26
•
Review of incentive programs – On a periodic basis, management conducts a
complete review of our compensation strategy, including the pay philosophy, program
design, governance, and market practice in light of our business requirements.
•
Regular tracking and reporting of potential compensation payouts – Management
regularly reviews, tracks, and reports to the Compensation Committee on potential
compensation payouts to effectively monitor performance and manage any inherent risks.
•
Fixed versus variable compensation – A significant portion of total direct
compensation for the NEOs is delivered through variable compensation. Variable
compensation provides a high pay-for-performance link, while still ensuring a competitive
“base” level of compensation through salary.
•
Incentive plan payouts capped – The annual incentive plan has a maximum payout of
2x target. Performance Share Unit payout factors are also capped, at 1.5x target.
•
Minimum threshold performance – Annual incentive payouts are subject to a
minimum level of Adjusted Operating Profit performance and the minimum performance
levels must be met on all corporate performance criteria in order for a stretch payout to
be achieved on any single criteria.
•
Application of Committee Discretion – The Compensation Committee has the
discretion to increase or decrease the short-term incentive goals and associated award
levels based on an overall assessment of operating and financial performance at the end
of the period. This additional judgment ensures appropriate pay for performance and
provides flexibility to make exceptions where necessary to ensure the appropriate
outcome.
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
•
External independent compensation advisor – On an on-going basis, the
Compensation Committee retains an independent advisor to provide an external
perspective of marketplace changes and best practices related to compensation design,
governance, and risk management.
•
CEO claw back policy – Annual incentive awards paid to the CEO are subject to
recoupment if the CEO engages in negligence or misconduct relating to a financial
restatement.
•
Share ownership guidelines – Senior executives are required to maintain a defined
value of ownership to align their interests with the long-term performance of the
organization. In addition, to facilitate ownership, the Corporation requires executives to
take 100% of annual cash bonus in excess of target in RSUs until guidelines are met.
Based on the comprehensive review of our risk management discipline, governance approach,
and plan design, as well as the above ‘risk mitigating’ features, the Compensation Committee is
confident that our compensation structure is balanced and well governed, and does not encourage
risk taking behavior which is likely to have a material adverse effect on the Corporation.
Peer Group(s)
Periodically, the Compensation Committee reviews the peer group(s) used by the Corporation
to benchmark executive compensation. The current Primary peer group consists of several large
Canadian companies that are comparable in size and scope to the Corporation. The criteria used to
select the Primary peer group includes the 15 largest publicly-traded companies in Canada with
revenues of generally less than $25 billion which also participate in third party surveys used by the
Corporation. Some companies were removed following the peer group screening process in order
to avoid overweighting the sample with any particular industry (e.g., financial services). The
companies in the peer group(s) were last reviewed by the Committee in 2010, and continued to be
relevant in 2012 as key competitors for executive talent. While there are few direct competitors in
Canada for each of Rogers’ primary businesses, the peer companies identified below provide a
comprehensive basis for comparing compensation against organizations of similar size and scope,
and reflect our target market for key roles. A comprehensive review of our peer group(s) will be
undertaken in 2013 to ensure ongoing alignment with our talent strategy and changes in the
competitive landscape.
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ROGERS COMMUNICATIONS INC.
27
The following companies represent the Primary peer group of companies that are used to
benchmark compensation for its executives, including the NEOs.
Primary Peer Group
Company
Total Revenue(1)(2)
Market Capitalization
(12/31/2012)
Agrium Inc.
$15,470
$14,807
Bank of Montreal
$15,365
$39,603
Barrick Gold Corporation
$14,547
$34,843
BCE Inc.
$19,497
$33,047
Bombardier Inc.
$16,768
$ 6,620
Canadian Natural Resources Ltd.
$13,792
$31,344
Canadian Tire Corp. Ltd.
$11,427
$ 5,690
Enbridge Inc.
$25,306
$34,410
Husky Energy Inc.
$23,364
$28,873
Imperial Oil Ltd.
$30,474
$36,218
Research In Motion Ltd.
$18,435
$ 6,075
Talisman Energy Inc.
$ 8,272
$11,615
Teck Resources Ltd.
$11,514
$21,051
TELUS Corporation
$10,921
$21,150
TransCanada Corporation
$ 8,007
$33,155
Note:
(1) Reflects each company’s last reported financial year end.
(2) Currency as reported.
The Corporation also monitors a select group of North American telecommunications
and media companies, which are used on an as-needed basis for pay and performance
assessment purposes.
North American Telecommunication and Media Peers
BCE Inc.
Dish Network Corporation
TELUS Corporation
Liberty Global Inc.
Quebecor Inc.
CenturyLink Inc.
Shaw Communications Inc.
Telephone & Data Systems Inc.
Cablevision Systems Corporation
Time Warner Inc.
DIRECTV Group
Positioning of Executive Compensation
The Compensation Committee follows a policy of generally positioning target total direct
compensation of the NEOs around the median of the Primary peer group, with the incentive
programs designed such that actual total direct compensation levels increase to the top quartile
among the peer group when warranted by performance.
Business judgment, including consideration of the Corporation’s internal hierarchy, the
individual’s qualifications, experience, performance and contribution, are considered to avoid an
entirely “mechanical” process of setting each position’s pay. This approach continues to align with
the Corporation’s pay philosophy and strategy.
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Components of Compensation
To ensure a balanced approach to compensation and a focus on both short and long-term
objectives, Rogers’ Named Executive Officers are paid based on a combination of elements as
described below:
Compensation Element
Purpose
Plan Description
Base Salary
Attract and Retain
Exceptional Talent
NEOs are provided with a pre-determined base salary consistent with their
role and responsibilities. Salary is a market-competitive, fixed level of annual
compensation, which recognizes each NEOs contributions to the
organization.
Benefits and Perquisites
Attract and Retain
Exceptional Talent
Competitive benefits and perquisites are provided consistent with other
senior executives in the organization and are provided to attract and retain
top talent. Perquisites are limited and, with the exception of the CEO, do
not exceed $50,000.
Retirement Arrangements
Attract and Retain
Exceptional Talent
NEOs are eligible to participate in the Corporation’s Defined Benefit Plan,
which provides competitive compensation for executives following
retirement. In addition, certain executives (including the NEOs) are eligible
to participate in a defined benefit supplemental retirement plan that
provides benefits in excess of those provided in the Rogers Defined Benefit
Pension Plan. Competitive retirement arrangements ensure that Rogers is
able to attract the necessary talent to achieve corporate objectives.
Motivate and reward
performance on an
annual basis
Senior executives (including the NEOs) participate in the Rogers annual
incentive plan, which provides for annual payouts based on performance
against key measures of corporate performance. For 2012 these measures
included Adjusted Operating Profit, Revenue, Customer Service, Churn and
Gross Post Paid Customer Additions.
Fixed Compensation
Performance Based/At-Risk
Compensation
Annual Incentives
Annual Incentive Plan
See “Annual Incentives” (below) for details regarding 2012 performance
targets and performance measurement.
Long-Term Incentives
Performance Stock Options
Attract and retain
exceptional talent
Motivate executives to
achieve long-term
objectives
Performance Share Units
Align executive and
Shareholder interests
A Stock Appreciation Right (SAR) is also granted in tandem with an option
and is cancelled when options are exercised. Conversely, an option is
cancelled when a SAR is exercised.
Attract and retain
exceptional talent
The Performance Share Unit Plan was introduced in 2010 to provide a
competitive long-term incentive opportunity to executives (including the
NEOs) based on performance over a three year performance period.
Awards, granted annually, vest based on the achievement of predetermined annual and cumulative Free Cash Flow performance targets
over a three year period. These awards are consistent with Rogers’ pay for
performance philosophy and ensure executives’ continued commitment to
the achievement of long-term corporate objectives.
Motivate executives to
achieve long-term
objectives
Align executive and
Shareholder interests
Restricted Share Units
Certain executives (including the NEOs) receive a portion of their long-term
incentive award in performance stock options. These awards ensure that
employees are well-aligned with the long-term interests of the organization.
These awards will only vest based on the achievement of pre-determined
performance criteria and appreciate in value based on increases in the value
of the Corporation’s Common Shares.
Attract and retain
exceptional talent
Motivate executives to
achieve long-term
objectives
Align executive and
Shareholder interests
Executives as well as certain other senior employees at the Director level
may receive a portion of their compensation in the form of Restricted Share
Units as part of the annual award cycle or further to retention or sign-on
arrangements. RSUs are not part of the regular annual grant for NEOs but
are granted in special circumstances (e.g., upon hire or for retention) from
time to time.
RSUs track the value of Rogers’ Class B shares and cliff vest three years
following the grant. These awards are consistent with Rogers’ pay for
performance philosophy and ensure continued alignment to the long-term
interests of the organization and Shareholders.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
29
Reflecting the Corporation’s commitment to connecting pay with performance, variable
compensation (or ‘at risk’ pay) constitutes the majority of NEO compensation, which is strongly
influenced by the Corporation’s financial and business results. The 2012 pay mix and proportion of
variable to fixed compensation is shown in the following graphs.
2012 NEO Pay Mix
$8,000,000
Base Salary
Short-Term Incentive
Long-Term Incentives
$7,000,000
$6,000,000
$5,000,000
$4,000,000
$3,000,000
$2,000,000
$1,000,000
$Mohamed
Staffieri
Linton
Bruce
E. Rogers
Pelley
Proportion of Variable to
Fixed Compensation
Fixed
Variable
The table below summarizes the typical pay mix for the CEO, CFO and other NEOs as a group.
A Base
B Annual
C Cash (A + B)
D Equity
E Variable (B + D)
CEO(1)
CFO(1)(2)
16%
18%
34%
66%
84%
32%
33%
65%
35%
68%
Other NEOs(1)
36%
27%
63%
37%
64%
(1) The pay mix for the CEO, CFO and all NEOs reflects the actual 2012 pay mix.
(2) The pay mix for the CFO represents Mr. Staffieri only.
In determining the appropriate level (and mix) of pay for its NEOs, the Compensation
Committee considers, among other things, the individual skills, qualifications, ability, retention risk,
experience and performance of the particular NEO. The actual compensation mix may change from
year to year depending on performance under the incentive plans discussed below under “Annual
Incentive Plan” and “Long-Term Incentives”. As part of determining the appropriate mix, the
Corporation also reviews the pay practices of direct peer companies such as BCE Inc. and TELUS
Corporation.
Base Salary
Base salary provides the executive with fixed compensation that reflects the market value of
their position, their skills, and experience. While comparable positions in peer companies are
considered when setting NEO base salaries, the Compensation Committee does not set base
salaries at a particular percentile of market. Salary levels are adjusted by assessing the NEOs
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ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
sustained performance, by reference to levels of compensation for other positions within the
Corporation and by the Compensation Committee’s judgment of general executive compensation
trends. Base salaries are reviewed annually and adjusted by the Compensation Committee, if
appropriate.
Annual Incentive Plan
The Corporation’s Annual Incentive Plan provides executives with variable compensation based
on the achievement of annual performance goals approved by the Board on the recommendation
of the Compensation Committee. At the start of each year, a percentage of an executive’s base
salary is set as a target award based on specific financial and strategic goals. From time to time,
adjustments to the design of the plan may be made by the Compensation Committee, at its
discretion, to reflect changes in the Corporation’s financial plan or operating environment.
As part of the Senior Executive Incentive and Ownership Program, if an eligible NEO has not
satisfied certain share ownership requirements, the NEO must defer any annual cash bonus under
the Annual Incentive Plan in excess of 100% of target in the form of Restricted Share Units (RSUs).
The program also allows an eligible NEO to elect to defer all or a portion of their annual cash
bonus in the form of RSUs or Deferred Share Units (DSUs). (See “Senior Executive Incentive and
Ownership Program – (c) Annual Incentive Deferral” below)
For 2012, the following annual incentive targets, as percentages of base salary, were approved
for each eligible NEO:
Target Bonus
(% of salary)
NEOs
Nadir Mohamed
125%
Anthony Staffieri
100%
William Linton
125%
Robert Bruce
100%
Edward Rogers
100%
Keith Pelley
100%
While the Committee does not position target annual incentive opportunities at a specific
percentile of the market, it periodically reviews the competitiveness of these target award levels.
The Committee has determined that, along with other elements of NEO compensation, the levels
were appropriate to deliver target total compensation at the median of its peers. Thus no changes
were made to the 2012 target annual incentive levels. The following diagram illustrates the annual
incentive plan design and payout opportunities:
NEO Base
Salary Earnings
×
Target AIP Award
(% of Base Salary)
×
AIP Performance
Criteria
(see below)
=
Actual Incentive
Plan Award
(0% - 200% Payout
Opportunity)
At the beginning of the year, the Compensation Committee, in consultation with the CEO,
determines the performance measures and their respective weightings for the Annual Incentive
Plan. The selected performance measures generally reflect the Corporation’s key financial and
operational measures. Performance goals for the various measures are based on the Corporation’s
financial and customer service plans. Goals are established based on a review of prior period
performance, relative performance of peer companies, forecasted economic conditions and a risk
assessment. The Compensation Committee approves minimum, target and stretch performance
goals for each measure.
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ROGERS COMMUNICATIONS INC.
31
Commensurate with performance, the Compensation Committee has determined an overall
plan payout range of 0% – 200% of target; however, payout for each performance measure can
range from 0% – 300%, subject to the overall plan maximum. If a performance goal is achieved,
100% of the target award value is appropriate for that metric. Stretch goals are established to
incent high levels of performance and to recognize breakthrough achievement by rewarding
performance in excess of what is reasonably expected in the market. Conversely, minimum
performance goals ensure that executives receive proportionally lower or no payouts for
performance below expectations.
In order to strengthen the connection between NEO compensation and the Corporation’s
overall performance, the annual incentives for the NEOs (other than the CEO and Mr. Pelley) are
first determined by the Corporate Scorecard. The CEO also has an individual performance
component as part of his annual incentive to further support the pay for performance alignment in
respect of his personal objectives. The individual performance component operates as a multiplier
on the outcome of the metrics outlined below (see ‘CEO Performance and Compensation’).
Mr. Pelley, as the head of the Rogers Media business, has 40% of his incentive tied to the
Corporate Scorecard and the remaining 60% directly aligned with the financial performance of the
Media business. Annual incentive awards for the NEOs (other than the CEO) are subject to a
discretionary adjustment (+/– 20%) upon the recommendation of the CEO and the approval of the
Compensation Committee.
The table below shows the minimum, target and stretch goals for each of the plan metrics
(with the exception of Customer Service), the actual results for 2012, the percentage achievement
against target, and annual incentive payout percentages for 2012. As mentioned above, target
goals reflect our financial budgets for the year.
Annual Incentive Plan Corporate Scorecard:
Minimum
Metrics
Metric
Weighting
Goal
Payout
%
Target
Goal
Maximum
Payout
%
Goal
Payout
%
2012(2)
Results
Percentage
Achievement
of Target
2012
Payout
Percentage
Adjusted Operating
Profit(1)
50%
$ 4.624B
0%
$ 4.817B
100%
$ 5.203B
300%
$ 4.793B
99.5%
88%
Revenue(3)
15%
$11.896B
0%
$12.264B
100%
$12.877B
300%
$11,942B
97.4%
13%
12.5%
1.41%
0%
1.31%
100%
1.10%
300%
1.29%
101.5%
119%
7.5%
1.54%
0%
1.43%
100%
1.20%
300%
1.41%
101.4%
118%
5%
33%
0%
35%
100%
39%
300%
35.9%
102.6%
145%
Customer Service(4)
Wireless Churn(5)
Cable Churn(5)
Share – Gross Post
Paid Adds
10%
Not Disclosed
150%
Corporate Scorecard Total Payout %
92%
Media:
Media Adjusted
Operating Profit(1)
75%
$180.2M
0%
$215.0M
100%
$258.0M
200%
$163.5M
76.1%
0%
Media Revenue
25%
$1.61B
50%
$1.75B
100%
$1.89B
200%
$1.62B
92.5%
14%
Media Scorecard Total Payout %
14%
Notes:
(1) Adjusted operating profit does not have any standardized meaning under IFRS. The Corporation calculates adjusted operating
profit from the Corporation’s 2012 audited consolidated financial statements by taking net income, adding back depreciation
and amortization, income taxes and non-operating items, which include finance costs (such as interest on long-term debt, loss
on repayment of long-term debt, foreign exchange gains (losses), change in fair value of derivative instruments, capitalized
interest and amortization of deferred transaction costs), impairment of assets, share of income in associates and joint ventures
accounted for using the equity method, other income, stock based compensation expense, integration, restructuring and
acquisition expenses and one time charges. See the section entitled “Supplementary Information: Non-GAAP calculations” of
Management’s Discussion and Analysis (MD&A) in the Corporation’s 2012 Annual Report for further details and a
reconciliation of adjusted operating profit to net income.
(2) Adjustments to certain 2012 results and targets were approved by the Compensation Committee for incentive compensation
purposes. This table reflects the adjusted amounts. See discussion below.
(3) Revenue excludes equipment revenue for Wireless
(4) The Corporation does not disclose Customer Service metrics because they are competitively sensitive. See further discussion
below.
(5) Internally developed metrics designed to measure our ability to retain customers.
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As the table above shows, the 2012 enterprise financial results came in below the targets as
set out in the Annual Incentive Plan – we achieved 99.5% of our Adjusted Operating Profit target,
and 97.4% of our overall Revenue target. We outperformed on most of our customer metrics,
achieving at least the target level of performance on each which resulted in payouts above 100%
for these components. Combined with the financial metrics as described above, this contributed to
an overall payout of 92% on the Corporate scorecard. In the Media business we achieved 76.1%
of the Adjusted Operating Profit target and 92.5% of our Revenue target. This resulted in a total
payout of 14%. In addition to the financial performance metrics described above, annual incentive
payouts are determined based the performance of each Media division.
The Corporation does not disclose customer service metrics because they are competitively
sensitive. The Corporation makes a considerable investment to collect and measure this
information and uses the information to determine how to improve and grow its business, as well
as to incent its executives. Competitors could similarly use the information to compete more
effectively with the Corporation. Therefore, publicly disclosing the information would be seriously
prejudicial to the Corporation’s interests. The Compensation Committee sets the performance
goals related to customer service on a basis that achievement of 100% payout in relation to those
goals will be reasonably attainable with focused effort and will represent an improvement from the
prior year’s achievements under the Annual Incentive Plan.
The following conditions also apply to payouts under the Annual Incentive Plan:
•
in order for there to be any payouts at all under the Annual Incentive Plan, the
Corporation’s adjusted operating profit minimum performance threshold must be met;
•
the minimum threshold must be attained on all criteria in order for the maximum
achievement to be attained on any single criteria; and
•
the payout of up to 300% for a maximum goal applies only to individual criteria and the
combined result for all criteria is subject to the maximum payout of 200% of target,
unless recommended by the CEO and approved by the Compensation Committee for a
specific business purpose.
The CEO may recommend adjustments to the annual incentive plan pool and individual
payouts for the Compensation Committee’s consideration. Furthermore, as noted above,
adjustments may be made by the Compensation Committee, at its discretion, from time to time to
reflect changes in the Corporation’s financial plan or operating environment. For 2012, the CEO
recommended and received Compensation Committee approval for a discretionary bonus pool to
be used by the CEO to recognize and reward strong performance and top talent below the NEO
level.
Long-Term Incentives
The Corporation has both a Stock Option plan and a RSU plan in place for meeting its longterm incentive goals (see “Stock Option Plans” and “Restricted Share Unit Plan”, below). Key
employees with salaries in excess of $150,000, including the eligible NEOs, and the top 20%
performers at the director level were eligible to participate in these plans in 2012.
The Committee is confident that the objectives of the long-term incentive program can be met
by awarding a combination of performance contingent stock options and performance share units
(PSUs) to members of the senior leadership team, including the NEOs. These vehicles are intended
to strengthen the alignment between the interests of executives and shareholders by providing
incentives based on performance measures that historically have been associated with increasing
long-term shareholder value at the Corporation. As noted above, a material portion of the eligible
NEOs total direct compensation opportunities are in the form of long-term incentives, consistent
with the Corporation’s compensation philosophy.
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ROGERS COMMUNICATIONS INC.
33
In 2012, the eligible NEOs received their annual long-term incentive awards in the form of
performance contingent options (50% of the total award) and PSUs (also 50%), as described
below under “Senior Executive Incentive and Ownership Program”. The following table illustrates
the long-term incentive pay mix for eligible executive levels.
Performance
Stock Options
Executive Level
NEOs and Key Executives
Performance
Share Units
50%
All other participants
Not eligible
50%
Not eligible
Time-Vesting
Stock Options
Not granted
(2)
Restricted
Share Units
(1)
(2)
Notes:
(1)
Certain NEOs and senior executives may be awarded RSUs in furtherance of retention arrangements or sign-on awards.
(2)
All other participants can elect to receive their LTI awards based on the following mix: (a) 50% RSUs and 50% stock options
or (b) 75% RSUs and 25% stock options or (c) 100% RSUs.
Senior Executive Incentive and Ownership Program
To further strengthen the link between the compensation of the Corporation’s NEOs and
other senior executives and the long-term interests of shareholders, the Corporation has a Senior
Executive Incentive and Ownership Program. This program has four main components:
performance contingent stock options, performance share units, share ownership requirements
and an annual incentive award deferral feature. Participation is limited to the CEO and certain
executives reporting directly to him or her and certain other executives in key leadership roles,
including all NEOs.
The main features of the program are described below.
(a) Performance Contingent Options
Participants in the Senior Executive Incentive and Ownership Program, including the eligible
NEOs, receive long-term incentive awards, allocated 50% to performance contingent stock options
and tandem share appreciation rights and 50% to PSUs. Except as described below, the terms of
these options and share appreciation rights are the same as those disclosed under “Summary of
Equity-Based Incentive Plans” below. For the performance stock options, in addition to a timevesting requirement, pre-established share price performance targets must be met in order for
vesting to occur. Key provisions of the program include:
•
options have a seven-year term (prior to 2005 options were generally granted with a tenyear term);
•
options vest based on time (25% per year) provided the share price targets are met at the
relevant annual vesting dates or at any time thereafter during the term of the option;
•
in order for the performance target to be met, the market price of a Class B Share must
increase by 5% per year compounded annually for each of the four years following the
date of the grant. The grant date share price is based on the weighted average price of a
Class B Share on the Toronto Stock Exchange (the TSX) for the five trading days prior to
the option grant date; and
•
the actual performance is measured based on the weighted average price of a Class B
Share on the TSX for the twenty days prior to the anniversary of the grant date or for any
period of twenty trading days thereafter.
Stock option grants made to the eligible NEOs in 2012 are disclosed under “Option Based
Awards” in the Summary Compensation Table below. Under the terms of William Linton’s
retirement agreement, a total of 66,850 of his option-based awards were cancelled in 2012. This
included all option-based awards that had not vested by December 31, 2012. No other options
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2013 MANAGEMENT INFORMATION CIRCULAR
under any option-based award granted previously were amended, cancelled, replaced or
significantly modified in 2012.
At the beginning of each fiscal year, the Compensation Committee approves a schedule that
sets out the number of stock options to be granted to each eligible NEO. In setting this schedule,
and with the exception of the CEO’s stock option grant, the Compensation Committee receives
recommendations from the CEO and reviews these recommendations with Hugessen. Typically, the
Compensation Committee does not take previous grants or payouts of equity or length of service
into account when setting new grants. The Compensation Committee may, in cases of exemplary
individual performance during the year, a new hire or a promotion, approve an award in excess of
the targeted annual award based on their assessment of the rationale provided by the CEO.
(b) Performance Share Units
Consistent with the Corporation’s pay for performance philosophy, the Performance Share
Unit program (“PSU program”) provides a long-term incentive opportunity for eligible executives
based on pre-determined performance measures over a three-year performance period. For the
2012-2014 period, the Compensation Committee determined that performance would be
measured against pre-determined Free Cash Flow targets, which is an important measure for
evaluating management’s ability to generate cash flow necessary to fund operations on a
sustainable basis. For the purposes of this plan, Free Cash Flow is defined as Adjusted Operating
Profit less capital expenditures. Eligible executives receive 50% of their target long-term incentive
opportunity in PSUs at the beginning of the performance period. Where dividends are issued on
the underlying common shares of the Corporation, additional units will be credited to unit holders
equal to the value of the dividend. The eventual value of this award is determined at the end of the
three-year performance cycle based on the following:
•
50% of the award based on actual Free Cash Flow performance against target for each
year (each year is weighted 16.6%) in the three-year performance cycle; and
•
50% of the award based on actual Free Cash Flow performance against a 3-year
cumulative target
The number of units that vest and that are paid at the end of 3 years can range from a
minimum of 50% to a maximum of 150% of the target number of units granted based on the
Corporation’s actual performance against Free Cash Flow targets.
As of the date of this Information Circular, one year of the 2012-2014 performance cycle was
completed, two years of the 2011-2013 performance cycle were completed and the full 20102012 performance cycle was completed. In February 2013, the Committee reviewed the
Corporation’s performance against its Free Cash Flow targets.
The results for the 2010-2012 PSU awards as follows:
Annual
Cumulative
2010
(16.67%)
2011
(16.67%)
2012
(16.67%)
2010-2012
(50%)
Free Cash Flow Target
$2.835B
$2.789B
$3.051B
$8.675B
Free Cash Flow Achievement
$2.922B
$2.589B
$2.650B
$8.162B
Payout %
110.2%
76.1%
56.2%
90.1%
Total Payout %
85.5%
Threshold and maximum performance levels as a multiple of target differ for 1-year and 3-year
cumulative targets reflecting the greater predictability of one year performance versus 3-year
cumulative performance. Payouts for performance between threshold and maximum will be
interpolated on a straight-line basis.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
35
Free Cash Flow targets are established at the beginning of the performance cycle, based on
expectations and insights at that time. In light of the challenges associated in forecasting financial
reporting-based measures, management or the Board may initiate a review of targets for
outstanding awards where unexpected and material external events (e.g., a major acquisition) have
occurred such that existing targets may no longer represent appropriate goals. Where changes are
approved by the Committee, the targets for outstanding awards will be revised to reflect the
adjustments (up or down).
In 2010, the Committee approved a reduction in the capital expense target by $209 million
and the capital expense results were reduced by $133.1 million to exclude a capital project that
was rescheduled. This impacted the 2010 Free Cash Flow target and results, and the adjusted
amounts are outlined above.
(c) Share Ownership Requirements
The share ownership requirements under the Senior Executive Incentive and Ownership
Program are designed to link the interests of executive officers to those of our shareholders by
encouraging them to hold an ownership position in the Corporation’s shares. Guidelines must be
met within five years. The share ownership requirements of individual NEOs are reviewed annually
and the participating NEOs currently exceed these ownership requirements. The requirements and
each participating NEOs current share ownership are set out below.
Required
Ownership
Levels
Ownership
Requirement
($)
Class A
Shares
(#)
Nadir Mohamed
5.0 x annual
base salary
$6,000,000
0
46,337
233,392
Anthony Staffieri
4.0 x annual
base salary
$2,400,000
0
756
Robert Bruce
3.0 x annual
base salary
$2,160,000
0
Edward Rogers
3.0 x annual
base salary
$2,025,000
Keith Pelley
3.0 x annual
base salary
$1,950,000
Name
Class B
Shares
(#)
RSUs/
PSUs
(#)
DSUs
(#)
Equity(1)
($)
Meets
Requirement
0
$12,632,541
Yes
65,164
0
$ 2,976,967
Yes
20,463
36,006
0
$ 2,550,134
Yes
2,000
1,004,317
28,066
0
$46,714,112
Yes
0
92
74,810
15,129
$ 4,065,823
Yes
Notes:
(1) Equity is determined by adding the value of Class A Shares, Class B Shares, RSUs, PSUs, and DSUs. Starting in 2013 vested but
unexercised options (based on net in-the-money value) are excluded. The value of equity is determined with reference to the
closing price for those shares on the TSX on December 31, 2012, which was $45.85 and $45.16 for Class B Shares and Class A
Shares, respectively.
Rogers prohibits its reporting insiders from dealing in puts and calls, effecting any short sales,
dealing in futures, option transactions or equity monetizations, or engaging in any other hedging
transactions relating to the Corporation’s shares without the prior approval of the Corporate
Governance Committee.
(d) Annual Incentive Deferral
To the extent an executive has not satisfied the share ownership requirements, as described
above under item (c), “Share Ownership Requirements”, the executive is required to defer any
annual cash bonus in excess of 100% of target in the form of RSUs vesting at the end of a three
year period.
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In addition, the executive may elect to defer all or a portion of any annual cash bonus under
the Annual Incentive Plan in the form of RSUs or DSUs. DSUs are redeemed on termination of
employment pursuant to the Corporation’s DSU Plan as described below under “Executive
Deferred Share Unit Plan”. Any election to defer bonus must be made by December 31 of the year
in which the bonus is earned. If the employment of the executive is terminated prior to the vesting
of any amount of bonus that is deferred as an RSU, such RSUs shall vest effective immediately
prior to the executive’s termination date. The RSU Plan is described below under “Restricted Share
Unit Plan”.
CEO Performance and Compensation
Mr. Mohamed participates in the Annual Incentive Plan, as described in detail above. In
addition to the organization financial and customer metrics that apply to all participants,
Mr. Mohamed has an individual performance component as part of his annual incentive plan, in
order to strengthen the pay for performance alignment in respect of his personal objectives. This
component operates as a multiplier and can impact his award within a +/- 20% range around the
plan payout. In order to determine this factor, the Board evaluates Mr. Mohamed’s performance
based on his pre-established priorities for the year. In 2012, these included delivering on key
enterprise results, leading growth, protecting and building the Corporation’s reputation, as well as
some key leadership and organization development initiatives.
2012 Priorities
Weighting
Description
Deliver Results
Network Leadership
Strengthen Customer Experience
Improve Costs and Productivity
Drive Future Growth
Shift Culture and Reputation
Results
• Met adjusted operating profit.
• Achieved target LTE coverage,
while doubling Internet speeds.
• Care service levels at plan with
aggressive growth targets set.
Deliver on
Enterprise
Results
25%
•
•
•
•
•
•
Lead Growth /
M&A Initiatives
25%
• Gain alignment on growth
framework and initiatives with
the Rogers family, the Board and
Management
• Defined four strategic growth
platforms.
• Developed three-year growth
plan for RSHM, Rogers Bank
and local digital.
Protect / Build
Reputation
25%
• Build on corporate reputation
program embedding reputation
management discipline in
decision making and building
reputation across key
stakeholders
• Achieved a 5% increase in
corporate reputation score.
• Launched Rogers Youth Fund
and employee volunteer
program.
• Expanded regional presence
through Innovation Center
launches.
Drive Talent
Management
25%
• Drive enterprise-wide talent
management agenda
• Introduced enterprise-wide
metrics-based talent review
program.
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ROGERS COMMUNICATIONS INC.
37
Based on an assessment of Mr. Mohamed’s performance against his 2012 priorities, it was
determined that the performance objectives were substantially met and that a target level of
individual performance (100%) was achieved. Mr. Mohamed’s award under the Annual Incentive
Plan (AIP) is calculated as follows:
Base
Salary Earnings
×
Target AIP Award
(% of Salary)
×
AIP Corporate
Performance*
Criteria
×
Individual
Performance
Factor
=
Actual Incentive
Plan Award
(0% - 200% Payout
Opportunity)
$1,200,000
×
125%
×
92%
×
100%
=
$1,380,000
*Please refer to the Annual Incentive Plan discussion regarding the achievement of the Corporate scorecard metrics.
Benefits and Perquisites
The Corporation currently provides an executive allowance to NEOs. No other perquisites are
provided other than an executive disability insurance plan that provides coverage for the amount of
the NEOs salary above the amount covered by the general disability plan. Except in the case of
Nadir Mohamed, such perquisites are not worth more than $50,000 per year. The perquisites
provided to the NEOs are consistent with broader market practice.
The NEOs, along with all other employees of the Corporation, can participate in the Employee
Share Accumulation Plan (ESAP). The terms of the ESAP are described below under “Summary of
Equity-Based Incentive Plans – Employee Share Accumulation Plan”.
Retirement and other Post Employment Arrangements
Retirement and other post-employment arrangements are part of each NEOs compensation
mix in order to provide the NEO with a reasonable level of income following retirement or
termination of their employment. The NEOs participate in the Corporation’s defined benefit plan,
as do other employees of the Corporation and its affiliates. Certain senior executives participate in
a defined benefit supplemental executive retirement plan that provides benefits in excess of those
provided in the Rogers Defined Benefit Pension Plan as a result of the limits under the Income Tax
Act (Canada). (See “Pension Plan Benefits” below). NEOs also have certain post-employment
benefits and supplemental pension entitlements under their employment agreements as described
under “Employment Agreements” and “Termination and Change of Control Benefits” below.
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ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
PERFORMANCE GRAPH
The following graph shows changes over the past five-year period in the value of $100
invested on December 31, 2007 in:
•
our Class A Shares (RCI.A)
•
our Class B Shares (RCI.B)
•
the Standard & Poor’s/Toronto Stock Exchange Composite Total Return Index (S&P/TSX
Composite)
The graph also includes a NEO Total Direct Compensation index which represents the change
in the sum of the NEOs Total Direct Compensation (base + annual incentive awards + long-term
incentive awards) for the past five years.
COMPARISON OF CUMULATIVE TOTAL RETURN
Rogers Communicaons, Inc. - CL A
Rogers Communicaons, Inc. - CL B
S&P/TSX Composite Index
NEO Total Direct Compensaon Index
$150
$125
DOLLARS
$100
$75
$50
$25
$0
2007
2008
2010
2009
2011
2012
ASSUMES $100 INVESTED ON JAN. 01, 2008
ASSUMES DIVIDEND REINVESTED
Indexed Returns
Years Ending
Base Period
Dec 07
Dec 08
Dec 09
Dec 10
Dec 11
Dec 12
RCI.A
$100.00
78.51
67.48
76.42
87.99
103.76
RCI.B
$100.00
83.46
77.41
84.86
100.01
119.66
S&P/TSX Composite Total Return Index
$100.00
67.01
90.43
106.31
96.99
103.93
NEO Total Direct Compensation Index
$100.00
$104.84
$94.51
$95.52
$81.42
$81.35
Company/Index
Values are given at December 31 of each of the years listed. The year-end values of each
investment are based on share appreciation, assuming that all dividends are reinvested.
Generally, aggregate compensation of the NEOs decreased from 2007 to 2012 while the
market price of the Corporation’s shares increased. In 2009, both share prices and aggregate NEO
compensation declined relative to 2008. In 2010, both share prices increased relative to 2009 while
NEO compensation remained flat. In 2011, while share prices increased, NEO compensation
declined, which reflects, in part, a new mix of NEOs as well as reduced incentive plan outcomes. In
2012, the Corporation’s share prices continued to increase while NEO compensation showed no
material change over 2011.
Overall, the Committee is confident that the current executive compensation program and
associated pay levels for its NEOs are well aligned to the Corporation’s performance over the prior
five year period.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
39
COMPENSATION FOR NAMED EXECUTIVE OFFICERS
Summary Compensation Table
The following Summary Compensation Table shows the amount and type of compensation
granted to the NEOs in 2010, 2011 and 2012. Anthony Staffieri succeeded William Linton as the
CFO following the annual general meeting of the Shareholders of the Corporation on April 25,
2012. Mr. Linton retired on July 15, 2012.
Non-Equity Incentive
Plan Compensation
($)
Year
Salary
($)
Share
Based
Awards(1)
($)
Option
Based
Awards(2)
($)
Annual
Incentive
Plans(3)
LongTerm
Incentive
Plans
Pension
Value(4)
($)
All Other
Compensation(5)
Total
Compensation
Nadir Mohamed
President and
CEO(10)
2012
2011
2010
1,200,000
1,200,000
1,200,000
2,520,564
2,481,242
2,735,303
2,520,032
2,482,340
2,735,441
1,380,000
1,468,500
1,500,000
Nil
Nil
Nil
504,094
463,980
339,748
84,300
84,300
84,300
8,208,990
8,180,362
8,594,792
Anthony Staffieri
EVP and CFO
2012
2011
2010
600,000
46,153
n/a
330,255
2,000,194 (6)
n/a
329,970
Nil
n/a
634,800
900,000
n/a
Nil
Nil
n/a
89,033
7,120
n/a
18,972
Nil
n/a
2,003,030
2,953,467
n/a
William Linton
EVP, Finance
and CFO(7)
2012
2011
2010
362,500
650,000
650,000
Nil
339,755
1,576,003 (8)
Nil
339,069
363,943
416,875
795,438
812,500
Nil
Nil
Nil
69,768
99,225
76,939
12,500
12,500
12,500
861,643
2,235,987
3,491,885
Robert Bruce
President,
Communications
2012
2011
2010
720,000
720,000
720,000
396,685
391,233
407,082
395,964
389,929
407,291
662,400
704,880
720,000
Nil
Nil
Nil
136,497
98,817
74,202
12,500
12,500
12,500
2,324,046
2,317,359
2,341,075
Edward Rogers
EVP, Emerging
Business &
Corporate
Development(10)
2012
2011
2010
675,000
675,000
675,000
303,682
298,573
328,236
303,644
298,024
328,723
621,000
660,825
675,000
Nil
Nil
Nil
14,371
43,809
27,727
12,500
12,500
12,500
1,930,198
1,988,730
2,047,186
Keith Pelley
President,
Media(9)
2012
2011
2010
650,000
650,000
187,500
356,827
353,483
2,485,267
357,377
352,453
Nil
293,800
742,040
243,750
Nil
Nil
Nil
93,675
83,049
2,654
Nil
3,750
700,000
1,751,679
2,184,775
3,619,171
Name and
Principal
Position
Notes to the Summary Compensation Table:
(1) The amounts shown for compensation purposes reflect the five-day weighted average trading price of Class B Shares on the
TSX for the five trading days preceding the grant date. This ensures the compensation award values are not influenced by
single day trading volatility. The 2012 PSU awards granted on March 1, 2012 were valued for compensation purposes at
$37.9603. For accounting purposes the awards are valued using the closing price for Class B Shares on the TSX on the date of
the grant. For the March 1, 2012 awards, this was $38.03. For the March 2011 grant, the compensation value reported is
based on a price of $34.3187 (the five-day weighted average price preceding March 1, 2011). The accounting value of these
awards was based on the closing price on March 1, or $34.17. For the March 2010 grant, the compensation value reported is
based on a price of $34.734 (the five-day weighted average price preceding March 5, 2010). The accounting value of these
awards was based on the closing price on March 5, or $34.27.
(2) The compensation value for all stock option awards is determined using a Binomial model which is a common method for
valuing stock options. The amounts disclosed represent the option fair value (compensation value) at the date of grant. In
2012, the Binomial valuation approach was used as the Committee believed it provides a more realistic estimate of an option
value for a high-yield, low-volatility stock (previously, the Black-Scholes methodology was used).
For the 2012 grant, this resulted in a compensation value of 19% or $7.14 per option based on the following assumptions:
share price volatility (24.43%), the full term of the option (7 years), risk-free interest rate (1.85%), and dividend yield (3.72%).
The accounting fair value for performance based stock options is determined using the Corporation’s Class B Non-Voting share
price, and the trinomial option pricing model. For the March 2012 grant this resulted in an accounting value of $7.79 per
option, using the following assumptions: share price volatility (27.7%), risk-free interest rate (1.7%), and dividend yield (4.0%).
In 2012, the compensation value was less than the accounting fair value of the awards by the following amounts: $201,794 for
Mr. Mohamed, $26,423 for Mr. Staffieri, $31,707 for Mr. Bruce, $24,315 for Mr. Rogers and $28,617 for Mr. Pelley.
The compensation fair value for the 2011 grant was 26% or $8.92 per option based on the following assumptions: share price
volatility (34.14%), the full term of the option (7 years), risk-free interest rate (2.75%), and dividend yield (3.50%). The
accounting fair value for performance based stock options is determined using the Corporation’s Class B Non-Voting share
price, and the trinomial option pricing model. For the March 2011 grant this resulted in an accounting value of $7.30 per
option, using the following assumptions: share price volatility (28.2%), expected life of an award (5.4 years), risk-free interest
rate (2.9%), and dividend yield (4.0%). For the 2011 grants, the compensation value was greater than the accounting fair value
of the awards by the following amounts: $451,480 for Mr. Mohamed, $61,669 for Mr. Linton, $70,919 for Mr. Bruce, and
$54,204 for Mr. Pelley.
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2013 MANAGEMENT INFORMATION CIRCULAR
(3)
(4)
(5)
(6)
(7)
(8)
(9)
(10)
The compensation fair value for the 2010 grant was 26% or $9.03 per option based on the following assumptions: share price
volatility (35.00%), the full term of the option (7 years), risk-free interest rate (2.91%), and dividend yield (3.79%). The
accounting fair value for the March 2010 grant was $7.72 per option based on the following assumptions: share price volatility
(29.3%), expected life of an award (5.4 years), risk-free interest rate (2.8%), and dividend yield (3.7%). The compensation fair
value reported above was greater than the accounting fair value of the awards as reported under IFRS, by the following
amounts: $397,053 for Mr. Mohamed, $52,827 for Mr. Linton, and $47,228 for Mr. Rogers and $59,119 for Mr. Bruce.
Award amounts relate to cash bonuses under the Corporation’s Annual Incentive Plan and are based on the achievement of
pre-established annual performance goals approved by the Board on the recommendation of the Compensation Committee.
For 2012, in accordance with the incentive plan design, the CEO recommended and the Committee approved a discretionary
adjustment to Mr. Staffieri’s annual bonus. Mr. Staffieri’s 2011 amount reflects a signing bonus in connection with the
commencement of his employment.
The pension values represent the compensatory change as described in the “Pension Plan Benefits” section of this Information
Circular. The 2012 pension value is the value of the projected pension earned for service from January 1, 2012 to
December 31, 2012. The period in 2011 and 2010 was from October 1 to September 30. The change to a calendar year for
2012 is as a result of changes to accounting standards.
The value of perquisites and benefits for NEOs other than Mr. Mohamed does not exceed either $50,000 or 10% of the total
of the relevant NEOs total salary in 2012 and is not reported herein. The amounts reported for Mr. Mohamed include an
executive allowance of $70,000, the Corporation’s contribution to the Employee Share Accumulation Plan (ESAP), and parking
fees. Mr. Staffieri’s amount in 2012 reflects taxable contributions to life insurance and AD&D premiums, and ESAP. Mr. Pelley’s
amount in 2010 reflects his signing bonus of $700,000. All other amounts in this column reflect the Corporation’s contribution
to the ESAP.
Mr. Staffieri joined the Corporation on November 28, 2011 and received a sign-on award of 37,801 Restricted Share Units and
16,200 Performance Share Units. The amount disclosed in the table reflects the compensation value of the grant based on the
five-day weighted average price preceding December 1, 2011 ($37.04). The accounting value for this award is based on the
closing price for Class B Shares on the TSX on December 1, 2011 ($37.81).
William Linton retired on July 15, 2012.
This includes a special award of 32,500 RSUs awarded to Mr. Linton, which vest on September 1, 2013 provided he remained
employed until June 1, 2012. The award was granted based on the closing price for Class B Shares on the TSX on September 1,
2010 ($37.15). This is equal to the accounting value of the award.
Mr. Pelley joined the Corporation on September 13, 2010 as President, Rogers Media. Mr. Pelley received a signing bonus of
$700,000, 50,000 Restricted Share Units and 14,000 Deferred Share Units under the terms of his employment agreement. The
awards were granted based on the closing price for Class B Shares on the TSX on September 30, 2010 ($38.51) which is equal
to the accounting value for the awards. See Employment Agreements for further details.
Mr. Mohamed and Mr. Rogers received no additional compensation for their roles as members of the Board.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
41
Incentive Plan Awards
Outstanding share-based and option-based awards
The following table provides information with respect to outstanding stock options, RSUs and DSUs
held by the NEOs as of December 31, 2012. See “Senior Executive Incentive and Ownership
Program”.
Option-based Awards
Name
Nadir Mohamed
Number of
securities
underlying
unexercised
options
(#)
Option
exercise
price
($)
Option
expiration
date
349,400 37.9603
3/1/2019
278,200 34.3187
3/1/2018
302,900 34.7340
3/5/2017
200,000 30.1646
5/7/2016
110,900 29.3990
3/2/2016
97,800 38.9000
3/3/2015
101,400 38.8823
3/1/2014
33,862
Share-based Awards
Value of
unexercised
in-the-money
options
($)
Number of
shares or units
of shares that
have not vested
(#)
Market or
payout value
of share-based
awards that
have not
vested(2)
($)
Market or
payout value
of vested
share-based
awards not
paid out or
distributed(2)
($)
7.4150 11/12/2013
150,000 22.6100
3/1/2013
19,346,043
233,392
10,539,964
Nil
Anthony Staffieri
45,750 37.9603
3/1/2019
329,386
65,164
2,942,815
Nil
William Linton
41,775 38.8823
3/1/2013
64,200 38.9000
3/1/2013
664,143
35,441
1,600,523
Nil
54,900 37.9603
3/1/2019
43,700 34.3187
3/1/2018
45,100 34.7340
3/5/2017
74,500 29.3990
3/2/2016
65,700 38.9000
3/3/2015
55,700 38.8823
3/1/2014
3,274,385
36,006
1,626,035
Nil
42,100 37.9603
3/1/2019
33,400 34.3187
3/1/2018
36,400 34.7340
3/5/2017
66,000 29.3990
3/2/2016
58,200 38.9000
3/3/2015
2,798,939
28,066
1,267,447
Nil
784,976
74,810
3,378,414
689,096
Robert Bruce
Edward Rogers
Keith Pelley(1)
55,700 38.8823
3/1/2014
49,550 37.9603
3/1/2019
39,500 34.3187
3/1/2018
Notes:
(1) The value of awards not paid or distributed for Mr. Pelley reflects the Deferred Share Units he received as part of his signing
bonus on September 13, 2010 plus accumulated dividend units.
(2) The market value is based on the closing price for Class B shares on the TSX on December 31, 2012 which was $45.16.
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Incentive plan awards – value vested or earned during the year.
The following table provides information on the vesting and payout of awards under the
Corporation’s incentive plans during 2012.
Option Awards –
Value Vested
During the Year
($)
Share Awards –
Value Vested
During the Year
($)
Non-Equity
Incentive Plan
Compensation –
Value Earned
During the Year
($)
Nadir Mohamed
1,487,238
8,555,166
1,380,000
Anthony Staffieri
Nil
Nil
634,800
William Linton
475,632
947,808
416,875
Robert Bruce
492,919
Nil
662,400
Edward Rogers
437,468
Nil
621,000
36,649
Nil
293,800
Name
Keith Pelley
Summary of Equity-based Incentive Plans
The following tables provide a summary of the Corporation’s various equity-based incentive
plans.
Stock Option Plan
Eligible
Participants
Our and our affiliates’ regular full time employees and officers (the
Participants) are eligible for a grant of stock options and tandem share
appreciation rights (SAR) (collectively Awards) under the Stock Option
Plans. All Awards require the approval of, and are at the discretion of,
the Compensation Committee. The CEO has the authority to make
Awards within guidelines approved by the Compensation Committee. A
SAR is a right to surrender an option for a payment equal to the fair
market value of a Class B Share minus the option exercise price.
Determination of
Awards to be
Granted
The Compensation Committee determines the portion of the
Participants’ compensation to be paid as part of the Corporation’s longterm incentive plan. The Participant elects whether to receive the longterm incentive plan benefit awarded to him or her in the form of Awards,
as RSUs (see below), or 50% in Awards and 50% in RSUs, unless he or
she is a participant in the Senior Executive Incentive and Ownership
Program, in which case he or she must receive his or her Awards in the
form of performance contingent stock options (see “Senior Executive
Incentive and Ownership Program” above). To the extent he or she is
eligible and elects to receive such benefits in the form of Awards, the
number of options to be credited as Awards is determined by reference
to a Binomial valuation.
The market price of the Class B Shares for calculating Awards, and the
exercise price, is the weighted average trading price of the Class B Shares
on the TSX for the 5 trading days before the relevant date.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
43
Options as
Percentage of
Outstanding
Shares
As of December 31, 2012, the total number of Class B Shares issuable
under stock options outstanding under the Stock Option Plans was
8,734,028 representing 1.70% of the total number of Class A Shares
and Class B Shares on that date (being 515,250,170 shares) and 2.17%
of the total number of Class B Shares on that date (being 402,788,156
Class B Shares).
Vesting and
Exercise of Awards
upon Retirement
or Termination of
Employment
The Awards typically vest 25% per year. The Committee may establish a
different vesting period. On a change of control of the Corporation, the
Board may consent to the exercise of any outstanding Award, and, if it so
consents, shall provide a limited period for the exercise of Awards to
permit the holder of the Award to participate in the change of control
transaction. Any Awards not so exercised expire.
Subject to specific employment arrangements, the following rules apply if
a Participant’s employment is terminated before expiry:
•
if terminated by death, disability, or retirement at retirement age as
determined by the Compensation Committee, the Participant’s
Awards continue to vest and all vested Awards are exercisable until
the original expiry date in accordance with the original terms of the
grant of such Awards (unless the Compensation Committee
otherwise specifically determines);
•
if terminated for any other reason, other than cause, the
Participant’s unvested Awards are forfeited (unless the
Compensation Committee otherwise expressly determines in writing)
and vested Awards may be exercised at any time within 30 days
after termination; and
•
if terminated for cause, the Participant’s vested and unvested
Awards are forfeited.
If the Participant is a member of the Board (but not a member of
management) and ceases to be a member of the Board for any reason,
all Awards continue to vest and all vested Awards are exercisable until
the original expiry date in accordance with the original terms of such
Awards (unless the Compensation Committee otherwise expressly
determines in writing).
Assignment of
Awards
Awards are personal to the holder and are non-assignable, except to a
legal personal representative of the holder, to a personal holding
company controlled by the holder or to a registered retirement savings
plan established by the holder, subject to any applicable regulatory
approval.
Expiration of
Awards
Each Award expires seven years after the Award was granted, provided
that, any Award which would otherwise expire during or within ten
business days following a trading blackout may be exercised until the
tenth business day following the end of the trading blackout.
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Restricted Share Unit Plan
Eligible
Participants
Our and our affiliates’ regular full time employees and officers (the
Participants) are eligible for a grant of RSUs under our RSU Plan. All
grants require the approval of and are at the discretion of the
Compensation Committee.
Determination of
RSUs to be
Granted
To the extent the employee is granted Awards under the Stock Option
Plan and elects to receive the Awards in the form of RSUs (see above),
the number of RSUs to be credited to the Participant’s RSU account is
determined by dividing the dollar value of the award by the market price
per Class B Share as of the grant date. The resulting number of Awards is
awarded to the Participant. Dividends paid on the Class B Non-Voting
Shares are credited as additional RSUs (by dividing the dollar amount of
dividends payable by the market price per Class B Non-Voting Share on
the date credited).
Certain employees may elect to receive their bonus in the form of RSUs
(Bonus RSUs).
The market price of the Class B Shares for calculating RSUs granted and
credited as dividends, and the redemption price, is the weighted average
trading price of the Class B Shares on the TSX for the five previous
trading days.
Vesting of RSUs
and Termination
of Employment
Subject to specific employment arrangements, the Compensation
Committee sets a date not later than 3 years after the grant date as the
vesting date for a Participant’s RSUs, other than Bonus RSUs. Bonus RSUs
granted after December 31, 2009, vest no later than June 15th of the
third calendar year following the calendar year in which the bonus
remuneration was earned. The RSU plan was amended in 2008 to
provide that on a change of control of the Corporation, the Board may
determine to redeem any outstanding RSUs. The Compensation
Committee may also award RSUs subject to conditions, including
performance conditions to vesting. In 2010, the Compensation
Committee began awarding RSUs subject to performance conditions to
vesting. See Performance Share Unit program above.
Subject to specific employment arrangements, the following rules apply if
a Participant’s employment is terminated before the vesting date:
•
if terminated by death, retirement or disability, the Participant’s RSUs
are deemed to have vested immediately before the death, retirement
or disability date;
•
if terminated for any other reason, the Participant’s unvested RSUs
are forfeited (unless the Compensation Committee otherwise
expressly determines in writing); and
•
notwithstanding the above, any bonus amounts deferred as an RSU
will vest immediately prior to a Participant’s termination date.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
45
Redemption of
RSUs
We may redeem all of a Participant’s RSUs before the vesting date and
we must redeem all of a Participant’s vested RSUs as of the vesting date.
To redeem RSUs, the Corporation or the Compensation Committee:
1.
shall to the extent an eligible holder of RSUs has properly elected,
grant one DSU, governed by the Executive Deferred Share Unit Plan,
for each RSU in respect of which an election is made; and
2.
otherwise may choose to:
(a) issue one Class B Share for each RSU; or
(b) pay cash equal to:
(c)
(i)
the number of RSUs credited multiplied by
(ii)
the market price per Class B Share; or
use a combination of (a) and (b).
The Corporation may not issue Class B Shares unless we obtain the
approval of the TSX and any other regulatory authority (as may be
required) and, if and as required by the TSX, our shareholders.
Transferability of
Awards
RSUs are not transferable or assignable other than to the legal personal
representative of the holder or by will in the event of the death of a
participant, subject to any applicable regulatory approval.
Executive Deferred Share Unit Plan
Eligible
Participants
Our and our affiliates’ senior executive officers and officers designated by
the Compensation Committee (an Eligible Executive) are eligible to
participate in the Executive Deferred Share Unit Plan (the DSU Plan).
Determination of
DSUs to be
Granted
An Eligible Executive may elect to receive bonus remuneration, in whole
or in part, in the form of DSUs or cash. In order to participate in the DSU
Plan, the Eligible Executive must file a written election designating the
portion or percentage of the bonus for the applicable fiscal year that is to
be deferred into DSUs and the portion or percentage to be paid in cash.
Only one election may be filed in respect of any fiscal year and that
election is irrevocable. DSUs elected by an Eligible Executive are credited
to an account maintained for the Eligible Executive by us. The number of
DSUs to be credited to the Eligible Executive is determined by dividing the
amount of the bonus to be deferred into DSUs by the market price per
Class B Share. Dividends paid on the Class B Shares are credited as
additional DSUs (by dividing the dollar amount of dividends payable by
the market price per Class B Share).
The market price of the Class B Shares for calculating DSUs granted,
credited as dividends and the redemption price, is the weighted average
trading price of the Class B Shares on the TSX for the 5 trading days
before the relevant date.
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Redemption of
DSUs
An Eligible Executive’s DSUs may be redeemed only when the Eligible
Executive ceases to hold any position with the Corporation. On the
redemption of DSUs, the Eligible Executive is entitled to receive a lump
sum cash payment equal to the number of DSUs credited to the account,
multiplied by the market price per Class B Share on the applicable date. If
the Eligible Executive does not request redemption, the DSUs will be
redeemed by us at the end of the year following the year of termination
of employment. In the event of death of the Eligible Executive, we are to
make a lump sum cash payment within ninety (90) days of the date of
death, on the terms set out above.
Amendment and
Termination of
Equity
Compensation
Plans
Except as provided below, the Compensation Committee may amend,
suspend or terminate such plans at any time, provided, however, that any
such amendment, suspension or termination shall not decrease the
entitlements of a participant which have accrued prior to the date of the
amendment, suspension or termination. However, shareholder approval
of amendments to the Stock Option Plans or the RSU Plan is required for
any amendment which: (i) reduces the exercise price of an Award granted
to an insider (other than adjustments in connection with a transaction or
reorganization); (ii) extends the term of an Award or RSU held by an
insider, except, in respect of an Award, an extension to 10 business days
following the expiration of a trading blackout; or (iii) increases the
maximum number of Class B Shares issuable under the Stock Option Plans
or the RSU Plan or changes the maximum number of Class B Shares
issuable under the Stock Option Plans or the RSU Plan to a fixed
percentage; provided that shareholder approval is not required in the case
of (i) amendments of a “housekeeping” nature, (ii) a change to the
vesting provisions of Awards or the Stock Option Plans and the RSU Plan,
(iii) a change to the termination provisions of Awards, RSUs, the Stock
Option Plans and the RSU Plan which does not entail an extension beyond
the original expiry date, and (iv) the addition of a cashless exercise feature
to an Award, payable in cash or shares, which provides for a full deduction
of the number of underlying shares from the Stock Option Plans’ reserve.
Employee Share Accumulation Plan (ESAP)
Plan Summary
The ESAP is open to the majority of our employees. Under the ESAP, an
employee may elect to participate by making contributions from payroll
up to a maximum of 10% of salary, provided that such contributions in
any year do not exceed $25,000.
The ESAP is managed by an independent trustee, which holds the
contributions on behalf of the employee. We contribute to each
participating employee’s account an amount equal to: (i) 25% of the
aggregate contributions made during the first year of ESAP membership
by the participating employee; (ii) 33% of the aggregate contributions
made during the second year of ESAP membership by the participating
employee; and (iii) 50% of the aggregate contributions made after the
second year of ESAP membership by the participating employee. The
trustee then purchases Class B Shares with such contributions, through
the facilities of the TSX, for the account of the participating employee.
Plan Participation
During the year ended December 31, 2012, an aggregate of 2,271,694
Class B Shares were purchased under the ESAP, of which 4,387 were
purchased by NEOs.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
47
Pension Plan Benefits
The Corporation provides pension benefits to its employees, including NEOs, through the
Rogers Defined Benefit Pension Plan (the Registered Plan). In addition, all NEOs, other than
Mr. Mohamed, receive benefits under the Rogers Supplementary Retirement Plan (the
Supplementary Plan).
The Registered Plan is a contributory defined benefit pension plan registered under the Income
Tax Act (Canada) and the Pension Benefits Standards Act. However, executives who are eligible for
membership in the Supplementary Plan are not required to contribute. For each year of credited
service, the Registered Plan provides NEOs with an annual pension benefit of 2.0% of their career
average base salary. Periodically, Rogers has provided for updates to the career average base year
earnings used to determine pensions under the Registered Plan. The most recent such upgrade is
effective January 1, 2010 such that pension benefits earned for all service prior to January 1, 2008
are based on the member’s pensionable earnings in 2007. The pension earned in respect of any
given year is limited to the maximum pension limit under the Income Tax Act (Canada) for the year
in which the benefit is earned. Pensions are payable on an unreduced basis once a member has
attained age 55 and 30 years of continuous employment, but in any event no later than age 65.
The Supplementary Plan provides benefits to certain key executives approved by the
Compensation Committee and provides benefits that cannot be provided through the Registered
Plan because of the Income Tax Act (Canada) limits. Benefits earned under the Supplementary Plan
vest at age 55 and are payable on an unreduced basis once a member has attained age 55 and
30 years of continuous employment or age 65. Benefits payable from the Supplementary Plan are
offset by any benefits payable from the Registered Plan. The Supplementary Plan is not funded and
benefit payments to former executives are paid directly by Rogers. At December 31, 2012, the
unfunded obligation in respect of both current and former executives and their beneficiaries was
$45,168,000 (compared to an obligation of $39,054,000 as at December 31, 2011). Following
transition to International Financial Reporting Standards, the entire obligation has been accrued on
the balance sheet at the end of 2011. In 2012, Rogers recognized a charge to net income of
$3,713,000 in respect of benefits accrued for service by current executives and made payments to
former executives and their beneficiaries of $2,051,000.
Pursuant to Mr. Mohamed’s employment agreement, he is entitled to benefits under a
supplementary retirement compensation arrangement (the RCA). Mr. Mohamed is not required nor
permitted to make contributions to the RCA. Mr. Mohamed’s benefits under the RCA will be
reduced to the amounts he was entitled to prior to his appointment as President and CEO if he
breaches certain non-compete covenants. If Mr. Mohamed dies before benefits commence, his
spouse at the time of his death will receive, or if Mr. Mohamed dies after benefits commence, his
spouse at the time that benefits commence will receive, 60% of the benefits that would have been
payable to Mr. Mohamed for her lifetime. If she dies within 5 years from the time she begins to
receive such benefits, her estate will receive a lump-sum payment equal to the value of her pension
for the balance of that 5 year period. If Mr. Mohamed dies within 10 years after benefits
commence and has no spouse at the time benefits commence, his estate will receive a lump sum
payment equal to the value of his pension for the balance of that 10 year period. No death benefit
is payable if Mr. Mohamed dies without a spouse prior to the commencement of benefit payments
under the RCA.
The table below shows the following information for each NEO participating in the
Corporation’s defined benefit pension arrangements: years of credited service as at December 31,
2012; estimated annual benefit accrued, or earned, for service up to December 31, 2012 and up to
the age of 65 (or assumed retirement date if later than age 65); and a reconciliation of the accrued
obligation from December 31, 2011 to December 31, 2012.
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2013 MANAGEMENT INFORMATION CIRCULAR
Name
Number
of Years
Credited
Service
Annual Benefits
Payable
At
Year End
($)
At
Age 65
($)
Accrued
Obligation at
Start of Year(1)
($)
Compensatory
Change(2)
($)
NonCompensatory
Change(3)
($)
Accrued
Obligation at
Year End(4)
($)
6,218,545
Nadir Mohamed(5)
12.33
449,559
822,727
4,605,519
504,094
1,108,932
Anthony Staffieri(6)
1.09
13,085
211,080
7,816
89,033
33,540
130,389
William Linton(7)
4.58
48,352
48,352
478,406
69,768
234,697
782,871
Robert Bruce
5.68
75,333
198,932
541,423
136,497
167,557
845,477
16.17
188,873
479,123
1,349,092
14,371
571,794
1,935,257
2.27
29,500
238,583
123,745
93,675
76,838
294,258
Edward
Rogers(8)
Keith Pelley(9)
Notes:
(1) The accrued obligation at the start of the year is the value of the projected pension earned for service to December 31, 2011.
The values have been determined using the same actuarial assumptions and measurement date used for determining the
pension plan obligations at December 31, 2011 as disclosed in the notes to the 2011 consolidated financial statements, based
on the actual earnings for 2011 and adjusted to reflect expected increases in pensionable earnings.
(2) The values shown under Compensatory Change include the value of the projected pension earned for service from January 1,
2012 to December 31, 2012 plus the change in accrued obligation due to differences between actual and assumed
compensation for the year. The impact of expected future base year upgrades is recognized in the compensatory change over
the career of each executive even in years when no such upgrade occurs. The 2012 compensatory change also includes the
impact of RCI’s decision to postpone the expected January 1, 2013 upgrade to January 1, 2014. The accrued benefit liabilities
assume that RCI will resume its historical practice of upgrading the career average earnings base year on a triennial basis
starting January 1, 2014. In the future, if RCI deviates from its historical practices, such deviation will be reflected in the
compensatory change at that time.
(3) Non-compensatory changes include interest on obligations at the beginning of the year, gains and losses due to differences in
actual experience compared to actuarial assumptions and changes in actuarial assumptions
(4) The accrued obligation at year end is the value of the projected pension earned for service to December 31, 2012. The values
have been determined using the same actuarial assumptions and measurement date used for determining the pension plan
obligations at December 31, 2012 as disclosed in the notes to the 2012 consolidated financial statements, based on the actual
earnings for 2012 and adjusted to reflect expected increases in pensionable earnings.
(5) Mr. Mohamed’s employment agreement provides for a pension payable under the RCA at age 65 of $969,041 per annum less
pension amounts payable from his previous employer and pension amounts payable from the Registered Plan. The pension
amount prior to any offset is reduced by $3,694.73 for each month his actual retirement date precedes age 65.
(6) Mr. Staffieri`s Supplementary Plan benefits vest January 11, 2019.
(7) Mr. Linton retired on July 15, 2012. His pension payable should he survive to age 65 will be equal to the current pension
amount.
(8) Mr. Rogers` Supplementary Plan benefits vest June 22, 2024.
(9) Mr. Pelley’s Supplementary Plan benefits vest January 11, 2019.
Unless otherwise noted, all NEOs are currently vested in their pension entitlements earned to
December 31, 2012. In accordance with International Financial Reporting Standards, the amounts
set out above make no allowance for the different tax treatment of the portion of pension not paid
from the registered pension plans. All amounts shown above are estimated based on assumptions
and represent contractual entitlements that may change over time. The methods and assumptions
used to determine estimated amounts will not be identical to the methods and assumptions used
by other issuers and, as a result, the figures may not be directly comparable across issuers.
Employment Agreements
All of the NEOs have employment agreements with the Corporation that set salaries and target
annual incentive bonuses as well as addressing other matters such as long-term incentives,
supplemental retirement arrangements and termination and change of control payments. The
agreements also provide the NEOs with the right to various benefits that we make available generally
to our senior executives. Payments on termination and change of control under these employment
agreements are discussed in this section. Incentive plans under these employment agreements
are discussed under “The Corporation’s Annual Incentive Plan”, “Long-Term Incentives”, “Senior
Executive Incentive and Ownership Program” and “Summary of Equity-Based Incentive Plans”
above, and retirement arrangements are discussed above under “Pension Plan Benefits”.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
49
Nadir Mohamed
RCI entered into a new employment agreement with Mr. Mohamed in connection with his
appointment as President and CEO on March 30, 2009. The significant terms of Mr. Mohamed’s
employment agreement are as follows:
•
RCI agrees to pay an annual base salary of $1,200,000 subject to annual adjustments by
the Compensation Committee.
•
RCI agrees to pay an annual bonus as determined by the Compensation Committee and
subject to performance criteria which are determined by the Compensation Committee
(see “The Corporation’s Annual Incentive Plan” above). If 100% of the performance
criteria established each year by the Compensation Committee are achieved, the annual
bonus payable to Mr. Mohamed shall not be less than 125% of Mr. Mohamed’s base
salary. If RCI’s financial statements are restated as a result of Mr. Mohamed’s misconduct
or negligence, within 2 years of the payment of his annual bonus, Mr. Mohamed is
required to repay the portion of the bonus which was based on the misconduct or
negligence.
•
Mr. Mohamed is eligible to participate in our long-term incentive plans (see “Long-Term
Incentives,” above, and “Summary of Equity-Based Incentive Plans” below) and the
benefit plans we make available generally to our senior executives, including the Rogers
Defined Benefit Pension Plan.
•
Conditional on his continued employment, in each year of employment beginning in
2010, Mr. Mohamed will receive: (i) performance-based options having a Black-Scholes
value equal to 210% of Mr. Mohamed’s annual salary; and (ii) RSUs with a face amount
equal to 210% of Mr. Mohamed’s annual salary. These RSUs will vest subject to
performance criteria developed by Mr. Mohamed and approved by the Committee,
subject to determination by an independent executive compensation consultant if
agreement cannot be reached.
•
Mr. Mohamed receives an annual perquisite allowance of $70,000. In exchange,
Mr. Mohamed is responsible for paying the costs of perquisites such as club
memberships, car expenses and financial planning and tax advice.
•
Mr. Mohamed is required to meet a minimum level of share ownership, in accordance
with the Share Ownership Guidelines, equal to five times his annual base salary by
March 31, 2013.
•
Mr. Mohamed serves as a director of RCI.
•
Mr. Mohamed may resign upon 6 months’ notice. Mr. Mohamed may also resign and be
eligible to receive certain payments (i) if he and the Board disagree with respect to
fundamental and material changes he wishes to make with respect to the business and
(ii) within 60 days of a change of control.
Under our employment contract with Mr. Mohamed, if: (a) we terminate his employment
other than for cause; (b) he resigns within 60 days of a change of control; (c) certain material
adverse changes are made to the terms of his employment; or (d) he and the Board disagree with
respect to fundamental and material changes Mr. Mohamed wishes to make with respect to the
business and Mr. Mohamed resigns, Mr. Mohamed is entitled to (i) a lump sum payment equal to
two times his annual base salary, two times his annual incentive bonus at target that would have
been paid in the year he was terminated and a prorated bonus at target for the period in the
calendar year prior to his termination; (ii) continue in our pension and benefit plans and the RCA
for 24 months; (iii) immediate vesting of his stock options and RSU’s that would have vested and
become exercisable within 24 months; (iv) have all performance targets related to such options or
RSU’s deemed to have been met; (v) exercise his options for the balance of their terms; and
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2013 MANAGEMENT INFORMATION CIRCULAR
(vi) have his RSU’s redeemed by RCI on their original redemption date. Mr. Mohamed has agreed,
among other things, that during the term of his employment and for 12 months thereafter he will
not compete directly or indirectly with the businesses of RCI and its subsidiaries and will not solicit
any employee, customer or supplier of RCI and other related entities.
On February 14, 2013, RCI announced Mr. Mohamed’s plan to retire as President and Chief
Executive Officer of Rogers Communications. In light of this, RCI reached a retirement arrangement
with Mr. Mohamed that would ensure an orderly transition and secure a lengthy period of
continuing leadership from him that will provide the Board with the time necessary to conduct a
thorough search and ensure that Mr. Mohamed will be available as necessary to effect a seamless
transition to his successor. Under the arrangement, Mr. Mohamed agreed with the Board to the
extended retirement date of January 2014 (or earlier if mutually agreed), to continue to lead the
company in 2013 and to work with the Board on the selection process during the transition period.
The terms and conditions of this agreed arrangement are contained in Mr. Mohamed’s amended
employment agreement.
In consideration of these arrangements, Mr. Mohamed will be entitled upon his retirement to
(i) a lump sum payment equal to two times his annual base salary for 2013, two times his incentive
bonus at the target determined by the Compensation Committee for 2013, and two times his
annual $70,000 executive allowance; (ii) continue in our pension and benefit plans and the RCA for
24 months from January 31, 2014 (the “Effective Date”); (iii) immediate vesting of his stock
options and RSUs that would have vested and become exercisable within 24 months from the
Effective Date; (iv) have all performance targets related to such options deemed to have been met
at 100% of target and have all performance targets related to such RSUs for any annual or threeyear performance period that has not been completed deemed to have been met at 100% of
target; (v) exercise his options for the balance of their terms; and (vi) have his vested RSUs
redeemed by RCI on their original redemption date (including those which vest immediately as a
result of the retirement). If Mr. Mohamed departs by mutual agreement prior to the Effective Date,
he will receive the pro-rated portion of his salary for the balance of 2013 and January 2014, if any,
and his incentive bonus for 2013 (which, if the departure occurs before December 31, 2013, will
be paid at the target determined by the Compensation Committee for 2013). Mr. Mohamed will
receive no incentive bonus in respect of 2014. The amounts and benefits in consideration of the
agreed transition arrangements described above are set out in the table below, calculated as if the
amended employment agreement had been in place, Mr. Mohamed had retired on December 31,
2012 and the Effective Date under the new arrangement had been that date.
Cash ($)
Stock Options
($)
RSUs
($)
Total(1)
($)
$5,540,000
$6,155,967
$6,817,197
$18,513,164
(1) The change in pension value as a result of Mr. Mohamed’s retirement is $2.07 million. This includes $0.74 million of noncompensatory change resulting from his earlier retirement at January 1, 2015 and $1.33 million of compensatory change in
respect of continued accrual of pension benefits to January 1, 2015 recognized at retirement.
In addition, under the amended employment agreement, Mr. Mohamed has agreed that his
obligations under his existing employment agreement not to compete directly or indirectly with the
businesses of RCI and its subsidiaries and not to solicit any employee, customer or supplier of RCI
and other related entities will continue for 12 months after the Effective Date.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
51
Anthony Staffieri
Under our employment contract with Mr. Staffieri, if we terminate Mr. Staffieri’s employment,
other than for cause, we will provide him with monthly payments equal to his salary, executive
allowance and bonus (based on a target of 100% of salary) in lieu of notice, from the date of
termination of employment until the earlier to occur of: (i) the date which is 24 months from the
date of termination of employment; or (ii) the date upon which he secures alternate full-time
employment. Mr. Staffieri will be allowed to continue benefits coverage during this period (with
the exception of disability benefits). Furthermore, during this period, Mr. Staffieri will be entitled to
continue to hold any previously granted stock options and RSUs and PSUs and he will be entitled to
continued vesting of unvested options, RSUs and PSUs and he will be entitled to exercise those that
have vested and those that vest, provided such exercise is done no later than thirty (30) days after
expiry of such period. All sign-on RSUs and PSUs will vest on the scheduled redemption date
subject to satisfaction of vesting conditions for the PSUs. In addition, in the event of an occurrence
constituting Good Reason which is not remedied by the Company within 30 days of notice by
Mr. Staffieri, and no later than 60 days following such date, Mr. Staffieri may terminate his
employment and receive the benefits outlined above as if it was a termination of employment
without cause. “Good Reason” includes any material diminishment of Mr. Staffieri’s authority or
responsibility as EVP & CFO; a unilateral change in his reporting responsibilities; or a material
reduction in compensation, pension plan or benefits. Mr. Staffieri has agreed that he will not work
for BCE Inc., TELUS Corporation, Shaw Communications Inc., any affiliated entity of these
corporations, or carry on business with corporations that compete with Rogers Communications
(or businesses to which Mr. Staffieri rendered or extended services to, in the six months prior to
termination) for a period of 12 months following the date of termination. Mr. Staffieri has also
agreed that within a period of 12 months following termination, he will not solicit employees or
customers of Rogers Communications, or deal in competitive business activities with any customers
or suppliers of the Corporation.
William Linton
Mr. Linton retired on July 15, 2012. A retirement arrangement was put in place for Mr. Linton
in which he was entitled to the following: (i) annual base salary of $650,000 prorated to the date
of retirement; (ii) annual bonus of 125% of prorated base salary, subject to performance as
determined by the Compensation Committee; (iii) continued vesting of all unvested stock options
until the earlier of the stock option expiry date or December 31, 2012, and continued vesting of
RSUs granted on September 1, 2010. Furthermore, as part of his retirement arrangement,
Mr. Linton agreed to non-compete and non-solicitation provisions, in each case for a period of
12 months following the date of retirement.
Robert Bruce
Under our employment contract with Mr. Bruce, if we terminate Mr. Bruce’s employment
without cause, we will pay a sum equal to 24 months base salary and bonus (based on a target of
100% of base salary) in a lump sum and benefits (except for disability benefits), including car lease,
will continue for a period of 24 months. Any options that would have vested in the 12 month
period following the date of termination will vest on the termination date and be exercisable over
the following 24 months. Mr. Bruce will also have 24 months from the date of termination to
exercise any other options vested as of the termination date. In the event of the termination of his
employment, for any reason, Mr. Bruce has agreed that he will not work for Telus Mobility or Bell
Mobility, or perform the same or similar duties to those performed for RCI for any other entity in
Canada, in each case for a period of 12 months following the date of termination. In the event of a
change of ultimate control of Rogers Communications Partnership (previously Rogers Wireless),
Mr. Bruce may within 60 days of such change of ultimate control terminate his employment and
receive the benefits on the same terms as if this was termination of his employment without cause.
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Edward Rogers
Under our employment contract with Mr. Rogers, if we terminate Mr. Rogers’ employment,
other than for cause, we will provide him with monthly payments equal to his salary in lieu of
notice from the date of termination of employment until the earliest to occur of: (i) the date which
is six months plus one month for each full year of employment following the date of termination;
(ii) his 65th birthday; or (iii) the date upon which he secures alternative employment; up to a
maximum of 24 months. During the applicable period, Mr. Rogers may continue to participate in
our pension and benefits plan (except any disability plans). In addition, all options to acquire our
shares that would have, in accordance with the terms of the grants of such options, vested and
become exercisable by Mr. Rogers during the period set out above, will immediately vest and
become exercisable upon the effective date of termination of employment. Mr. Rogers has agreed
that he will not, during the term of his employment with us and thereafter for a period of twelve
months, compete directly or indirectly with us or our subsidiaries.
Keith Pelley
Under our employment contract with Mr. Pelley, if we terminate Mr. Pelley’s employment,
other than for cause, we will provide him with monthly payments equal to his salary and bonus in
lieu of notice, from the date of termination of employment until the date which is twenty four
(24) months from the date of termination of employment (“End Date”). During the applicable
period, Mr. Pelley may continue to participate in our pension and benefits plan (except any short
term disability plans). In addition, all options to acquire our shares and all restricted share units
(RSU’s) that would have, in accordance with the terms of the grants of such options or RSU’s
vested and become exercisable by Mr. Pelley prior to the End Date, will continue to accrue and vest
in accordance with their terms, provided the exercise of any vested options is done within thirty
(30) days of the End Date. In addition, with respect to the initial grant of 50,000 RSU’s and
14,000 deferred share units (collectively the “initial unit grant”), the initial unit grant, to the extent
not then fully vested, will vest and be redeemed on a pro rata basis to be determined by
multiplying the number of months in the period from the hire date to the End Date and dividing by
36. Also if Mr. Pelley is terminated without cause prior to his 55th birthday, he will also receive a
retiring allowance equal to the cash equivalent amount that would be received on the redemption
of 4,400 deferred share units determined in accordance with the Rogers deferred share unit plan
multiplied by the number of years from the hire date to the End Date (with a pro rata amount for
any partial year). In addition, if there is a material reduction in Mr. Pelley’s responsibilities or certain
changes in his reporting responsibilities or for other specified changes which are not agreed to by
Mr. Pelley, Mr. Pelley may terminate his employment and receive the same benefits as if this was a
termination without cause. If there is a change of control of Rogers Media and a material change
in Mr. Pelley’s job responsibilities that occurs within two (2) years of the effective date of the
change of control, Mr. Pelley may at his option within sixty (60) days of such date, terminate his
employment and receive the same benefits as if his employment was terminated without cause.
Mr. Pelley has agreed that he will not, during the term of his employment with Rogers and
thereafter for a period of twelve (12) months, compete directly or indirectly with Rogers Media or
its subsidiaries or solicit its customers or employees. If Mr. Pelley provides any services to the
entities covered by the non-compete after this twelve (12) month period, he will forfeit all of the
unexercised and unredeemed options, restricted share units, deferred share units and the retiring
allowance referred to above.
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ROGERS COMMUNICATIONS INC.
53
Potential Payments Upon Termination, Resignation, Retirement or Change of Control
The following table shows potential payments to each NEO as if the officer’s employment had
been terminated without cause and/or if the officer had retired or resigned following a change in
control or for other reasons as of December 31, 2012. For a detailed explanation of the
agreements that provide for these payments, please see “Agreements” above. If applicable,
amounts in the table were calculated using $45.16, the closing market price of Class B Shares on
December 31, 2012. We have also assumed that the stock price performance conditions are
achieved for any stock options that continue to vest in the two years following departure. The
actual amounts that would be paid to any NEO can only be determined at the time of an actual
termination of employment and would vary from those listed below. The estimated amounts listed
below are in addition to any retirement or other benefits that are available to our salaried
employees generally.
Name
Nadir Mohamed
Anthony Staffieri
Robert Bruce
Edward Rogers
Keith Pelley
Scenario
Severance
($)
Stock Options
($)
Termination without cause
or material adverse
changes to the terms of
employment or resignation
following a fundamental
disagreement with the
Board, or resignation
following change of
control.(1)(2)
$5,540,000
$6,155,967
Termination without cause
RSUs
($)
Total
($)
$7,512,801
$19,208,769
$2,613,093
$2,448,400
$164,693
$0
Resignation
$0
$0
$0
$0
Retirement
n/a
n/a
n/a
n/a
Change of Control
n/a
n/a
n/a
n/a
$3,508,359
$2,880,000
$628,359
$0
Resignation
Termination without cause
$0
$0
$0
$0
Retirement
n/a
n/a
n/a
n/a
Change of Control
$2,880,000
$628,359
$0
$3,508,359
Termination without cause
$2,579,938
$1,350,000
$1,229,938
$0
Resignation
$0
$0
$0
$0
Retirement
n/a
n/a
n/a
n/a
Change of Control
n/a
n/a
n/a
n/a
$6,042,471
$2,648,400
$214,116
$3,179,955
Resignation
Termination without cause
$0
$0
$0
$0
Retirement
n/a
n/a
n/a
n/a
$2,648,400
$214,116
$3,179,955
$6,042,471
Change of Control
Note:
(1) As noted above, Mr. Mohamed’s employment agreement continues to provide for payments on a termination in the above
circumstances, but given the agreed transition arrangements described on page 51, it is unlikely that these termination
provisions will be triggered prior to Mr. Mohamed’s agreed retirement date. The amounts and benefits payable to
Mr. Mohamed in consideration of the agreed transition arrangements are described on page 51.
(2) The change in pension value as a result of Mr. Mohamed’s retirement is $2.07 million. This includes $0.74 million of noncompensatory change resulting from his earlier retirement at January 1, 2015 and $1.33 million of compensatory change in
respect of continued accrual of pension benefits to January 1, 2015 recognized at retirement.
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Conclusion
The Compensation Committee understands the Corporation’s compensation policies,
programs and levels of compensation, including their long-term implications and the limitations
imposed by employee agreements, and has determined that they are aligned with the
Corporation’s performance and reflect competitive market practices. The Compensation
Committee is confident that these policies and programs allow the Corporation to attract, retain
and motivate talented executives while adding shareholder value.
John H. Tory (Chairman)
Thomas I. Hull
Peter C. Godsoe, O.C.
Isabelle Marcoux
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ROGERS COMMUNICATIONS INC.
55
Director Compensation
Director Compensation, Philosophy and Components
The compensation of the members of the Board is subject to periodic review by the Corporate
Governance Committee, based on an assessment by the Corporate Governance Committee of
prevailing market conditions and with recommendations from Hugessen. In 2011, the Corporate
Governance Committee engaged Hugessen to conduct a review of non-executive directors’
compensation. Based on the conclusions of the review, the Corporate Governance Committee
recommended adjustments be made to directors’ compensation which the Board approved and
have been in effect since April 2011.
The compensation of directors is designed to:
•
attract and retain qualified individuals to serve on the Board;
•
align the interests of the directors with the interests of the Corporation’s shareholders;
and
•
provide competitive compensation in line with the risks and responsibilities inherent to
the role of director.
As described below, our director compensation program has five components:
56
•
an annual cash retainer;
•
annual fees if the director serves as Lead Director, a Committee Chair or Committee
member;
•
attendance fees for each board and committee meeting the director attends;
•
travel fees, where applicable, to cover the time that was required to travel to attend
board and committee meetings;
•
DSUs, which directors may choose to receive in lieu of their fees; and
•
an annual grant of DSUs.
ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
Retainers and Fees
During the year ended December 31, 2012, non-employee members of the Board received
director retainers and fees in accordance with the following standard arrangements:
Annual Board Retainer
Lead Director Annual Retainer
Audit Committee Chair
Compensation Committee Chair
Other Committee Chairs
$65,000
$40,000
$30,000
$20,000
$10,000
Meeting Fees
Board or committee
(other than Audit Committee)
Audit Committee
$ 1,500(1)
$ 1,750
$ 2,000
or
(travel 100 to 1000 km) or
(travel over 1000 km)
$ 2,000
$ 2,250
$ 2,500
or
(travel 100 to 1000 km) or
(travel over 1000 km)
Audit and Compensation Committee chairs
$ 3,000
Other Committee Chairs
$ 2,000
Notes:
(1) Directors are entitled to a fee of $500.00 for attendance by telephone conference call if less than one hour, subject to the
discretion of the Chairman to determine that the full meeting fee will be paid.
The table below shows the retainers and fees that we paid to the non-employee directors during
the year ended December 31, 2012.
Retainer
Name
R.D. Besse
Board(1)
($)
Attendance fees
Committee
chair
($)
Board
($)
Committee
meetings
($)
Travel
fee
($)
Total fees
paid
($)
% of
total fees
in DSUs
21,667
10,000
3,500
6,500
N/A
41,667
100%
C.W.D. Birchall
145,000
N/A
9,000
18,000
N/A
172,000
100%
S.A. Burch
145,000
N/A
9,000
10,000
2,500
166,500
48%
J.H. Clappison
145,000
20,000
9,000
18,500
N/A
192,500
42%
P.C. Godsoe
225,000
10,000
9,000
18,000
N/A
262,000
100%
A.D. Horn
396,440
N/A
N/A
N/A
N/A
396,440
37%
T.I. Hull
145,000
6,667
9,000
15,500
N/A
176,167
45%
J. A. MacDonald
123,333
N/A
7,000
6,000
N/A
136,333
80%
I. Marcoux
145,000
N/A
9,000
7,500
1,250
162,750
75%
D.R. Peterson
145,000
N/A
9,000
4,500
N/A
158,500
100%
L.A. Rogers
145,000
N/A
8,500
N/A
N/A
153,500
100%
M.L. Rogers
145,000
N/A
9,000
1,500
N/A
155,500
100%
W.T. Schleyer
145,000
N/A
7,500
4,500
2,000
159,000
100%
C. Sirois
123,333
N/A
8,000
2,500
1,000
134,833
100%
J.H. Tory
145,000
13,333
9,000
15,000
N/A
182,333
44%
21,667
N/A
3,500
4,000
N/A
29,167
0%
2,361,440
60,000
119,000
132,000
6,750
2,679,190
C.D. Watson
Total
Note:
(1) The amount disclosed in respect of the Board retainer includes the value of the DSUs granted to directors in 2012. See
“Directors’ Deferred Share Unit Plan” below.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
57
As our Chairman, Mr. Horn is paid an annual retainer of $250,000 in lieu of all other retainers
and attendance fees. Mr. Horn also continues to receive life insurance benefits and an allowance
reimbursed by us. Mr. Horn has a supplemental retirement plan that provides for a pension based
on 2% of his average salary for each year of credited service, less any pension payable from the
Corporation’s Defined Benefit Plan.
In addition to the fees above, we reimburse directors for travel and other expenses when they
attend meetings or conduct our business. Our non-employee directors are not entitled to a pension
or other retirement benefits or to non-equity incentive plan compensation.
Share Ownership Guidelines
The share ownership guidelines for directors are designed to link the interests of directors to
those of our shareholders by encouraging directors to hold an ownership position in the
Corporation’s shares. Each non-employee director is required to own six times his or her annual
cash retainer in any combination of Class A Shares, Class B Shares and DSUs during his or her term
of service as director of the Corporation. Directors have five years to attain required ownership
levels. See Business of the Meeting – Election of Directors – The Proposed Nominees” above.
Directors’ Deferred Share Unit Plan
We introduced the directors’ DSU Plan effective January 1, 2000 to encourage directors to
align their interests with shareholders. Non-employee directors may choose to receive any or all of
their fees in DSUs. Each DSU has a value equal to the market price of a Class B Share at the start of
the relevant fiscal quarter. A director’s DSU may be redeemed only when the director ceases to be
a director. At the time of redemption, the director is entitled to receive a lump-sum cash payment
equal to the number of DSUs credited to the director’s account multiplied by the market price of
the Class B Shares. DSUs accrue dividends in the form of additional DSUs at the same rates as
dividends on Class B Shares. In 2012, each director (other than the lead director and the Chairman)
that is not an employee received a grant of DSUs worth $80,000. The number of DSUs is based on
the share price at the time of the grant. The lead director received DSUs worth $120,000. The
Chairman received 4,000 DSUs. The market price of the Class B Shares for calculating DSUs
granted and credited as dividends, and the redemption price, is the weighted average trading price
of the Class B Shares on the TSX for the five trading days before the relevant date.
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2013 MANAGEMENT INFORMATION CIRCULAR
Director Summary Compensation Table
The following table shows the compensation received by each director for the year ended
December 31, 2012. Directors who are also employees of the Corporation or its subsidiaries receive
no remuneration as directors.
Name(1)
Fees
Earned
($)
Share-Based
Awards
($)(4)
All Other
Compensation
($)
Total
($)
R.D. Besse
Nil
41,667
N/A
41,667
C.W.D. Birchall
Nil
172,000
N/A
172,000
166,500
S.A. Burch
86,500
80,000
N/A
112,500
80,000
N/A
192,500
P.C. Godsoe
Nil
262,000
N/A
262,000
A.D. Horn(2)
250,000
146,440
80,399
476,839
J.H. Clappison
T.I. Hull
96,167
80,000
N/A
176,167
Nil
322,663
1,380,521
1,703,184
J.A. MacDonald
27,603
108,730
N/A
136,333
I. Marcoux
41,375
121,375
N/A
162,750
D.R. Peterson
Nil
158,500
N/A
158,500
L.A. Rogers
Nil
153,500
N/A
153,500
Melinda M. Rogers(3)
Nil
157,535
727,613
885,148
Martha L. Rogers
Nil
155,500
N/A
155,500
W.T. Schleyer
Nil
159,000
N/A
159,000
C. Sirois
Nil
134,833
N/A
134,833
J.H. Tory
102,333
80,000
N/A
182,333
29,167
N/A
N/A
29,167
P. Lind(3)
C.D. Watson
Notes:
(1) Compensation disclosure for Nadir Mohamed and Edward S. Rogers, who were both NEOs and a director in 2012, can be
found in the Summary Compensation Table in the Executive Compensation section.
(2) The amount disclosed under ‘all other compensation’ for Mr. Horn includes an allowance, parking fees, and the change in
compensatory value of his pension.
(3) The amounts disclosed in the ‘all other compensation’ column for Phil Lind and Melinda Rogers, who are also employees,
includes a combination of base salary, annual incentives, long-term incentives, change in the compensatory value of their
pension, executive allowance, parking fees, car allowance, and the Corporation’s contribution to the Employee Share
Accumulation Plan.
(4) Directors may elect to receive all or part of their fees in the form of DSUs, as discussed above under the heading “Directors’
Deferred Share Unit Plan”. The amounts disclosed here for Phil Lind and Melinda Rogers, who are also executives, includes
Performance RSUs that were granted as part of their annual compensation.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
59
Outstanding Share-based and Option-based Awards
The following table provides information with respect to outstanding stock options, RSUs and
DSUs held by the Directors as of December 31, 2012. See “Senior Executive Incentive and
Ownership Program”.
Option Awards(1)
Name(2)
Number of
securities
underlying
unexercised
options
(#)
Share Awards
Value of
unexercised
Option
Option
in-the-money
expiration
exercise
options
date
price
($)
(mm/dd/yyyy)
($)
Number of
shares or units
of shares that
have not vested
(#)
Market or
payout value
of share awards
that have not
vested
($)
Market or
payout value
of vested
share-based
awards not
paid out or
distributed
($)
R.D. Besse
Nil
—
Nil
Nil
3,717,526
C.W.D. Birchall
Nil
—
Nil
Nil
1,608,193
S.D. Burch
Nil
—
Nil
Nil
313,817
J.H. Clappison
Nil
—
Nil
Nil
912,232
P.C. Godsoe
15,400
4,600
10.3000
10.4200
12/17/2013
11/12/2013
696,648
Nil
Nil
2,889,924
A.D. Horn
82,500
22.6100
03/01/2013
1,860,375
Nil
Nil
1,438,798
Nil
Nil
3,537,925
37.9603
34.3187
34.7340
29.3990
38.9000
38.8823
22.6100
03/01/2019
03/01/2018
03/05/2017
03/02/2016
03/03/2015
03/01/2014
03/01/2013
T.I. Hull
P. Lind(3)
I. Marcoux
Nil
44,650
35,600
38,800
70,100
61,800
55,700
41,250
—
29,924
1,351,360
2,268,116
Nil
3,883,515
—
Nil
Nil
741,437
Nil
—
Nil
Nil
3,231,830
J.A. MacDonald
D.R. Peterson
135,435
L.A. Rogers
5,600
4,600
4,600
4,268
7.4150
10.4200
8.6850
23.4400
11/12/2013
11/12/2013
04/22/2013
03/01/2013
631,662
Nil
Nil
2,743,018
Martha L. Rogers
4,600
4,600
10.4200
8.6850
11/12/2013
04/22/2013
327,589
Nil
Nil
764,333
21,850
17,400
18,900
34,200
30,200
55,700
26,000
82,500
31,400
37.9603
34.3187
34.7340
29.3990
38.9000
38.8823
10.4200
22.6100
8.6850
03/01/2019
03/01/2018
03/05/2017
03/02/2016
03/03/2015
03/01/2014
11/12/2013
03/01/2013
04/22/2013
5,529,680
14,565
657,746
175,536
Melinda M. Rogers(3)
C. Sirois
166,460
W.T. Schleyer
Nil
—
Nil
Nil
2,700,342
J.H. Tory
Nil
—
Nil
Nil
313,817
C.D. Watson
Nil
Nil
Nil
Nil
0
Notes:
(1) Prior to 2006, directors were entitled to receive stock options and tandem share appreciation rights. Effective July 1, 2006
directors no longer receive stock options. The terms of these options are described above under “Summary of Equity-Based
Incentive Plans.”
(2) Disclosure for Nadir Mohamed and Edward S. Rogers who were both NEOs in 2012 can be found under “Executive
Compensation – Incentive Plan Awards” and in the “Executive Compensation – Summary Compensation Table”, above.
(3) The value of awards not paid or distributed for Phil Lind and Melinda Rogers represents the aggregate value of cash bonuses
that they voluntarily elected to defer into Deferred Share Units as well as the dividend equivalent units earned as additional
DSUs. The market value is based on the closing price for Class B Shares on the TSX on December 31, 2012 which was $45.16.
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2013 MANAGEMENT INFORMATION CIRCULAR
Incentive Plan Awards – Value Vested or Earned During the Year
Option Awards(2) –
Value Vested
During the Year
($)
Share Awards –
Value Vested
During the Year(3)
($)
Non-Equity
Incentive Plan
Compensation –
Value Earned
During the Year(4)
($)
Nil
41,667
N/A
C.W.D. Birchall
Nil
172,000
N/A
S.A. Burch
Nil
80,000
N/A
J.H. Clappison
Nil
80,000
N/A
P.C. Godsoe
Nil
262,000
N/A
A.D. Horn
Nil
146,440
N/A
T.I. Hull
Nil
80,000
N/A
459,946
Nil
345,000
Nil
108,730
N/A
Name(1)
R.D. Besse
P. Lind
J.A. MacDonald
I. Marcoux
Nil
121,375
N/A
D.R. Peterson
Nil
158,500
N/A
L.A. Rogers
Nil
153,500
N/A
Martha L. Rogers
Nil
155,500
N/A
Melinda M. Rogers
264,944
Nil
179,400
W.T. Schleyer
Nil
159,000
N/A
C. Sirois
Nil
134,833
N/A
J.H. Tory
Nil
80,000
N/A
C.D. Watson
Nil
N/A
N/A
Notes:
(1) Disclosure for Nadir Mohamed and Edward S. Rogers, who were NEOs and directors in 2012, can be found under “Executive
Compensation – Incentive Plan Awards” and in the “Executive Compensation – Summary Compensation Table”, above.
(2) Prior to 2006, directors were entitled to receive stock options and tandem share appreciation rights. Effective July 1, 2006,
directors no longer receive stock options. The terms of these options are described above under “Summary of Equity-Based
Incentive Plans – Stock Option Plans”.
(3) These amounts are not payable to the Director until termination of the Director’s service. For additional details, see description
of Directors’ Deferred Share Unit Plan above.
(4) Includes amounts awarded under the Annual Incentive Plan.
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
61
Securities Authorized for Issuance
Under Equity Compensation Plans
The following table shows details of equity compensation plan information at December 31,
2012.
Plan Category
Number Of Securities
To Be Issued
Upon Exercise Of
Outstanding Options,
Warrants And Rights
As at December 31, 2012
(A)
Weighted – Average
Exercise Price Of
Outstanding Options,
Warrants And Rights
Number Of Securities
Remaining Available
For Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected In Column (A))
Equity compensation plans approved
by securityholders
OPTIONS 8,734,028
$32.34
16,215,514
RSUs
TOTAL
2,255,158
N/A
1,744,842
10,989,186
17,960,356
The following information is provided as of December 31, 2012:
# of Class B Shares
Issued and Issuable
Under Security Based
Compensation
Arrangements
% of Outstanding
Class A and Class B Shares
4,000,000
0.78%
2000 Stock Option Plan
30,000,000
5.82%
1996 Stock Option Plan
26,000,000
5.05%
1994 Stock Option Plan
9,500,000
1.84%
Plan
Restricted Share Unit Plan
As at December 31, 2012, the total number of Class B Shares issuable under outstanding
stock options and the RSU Plan is 10,989,186 representing 2.13% of the aggregate Class A Shares
and Class B Shares outstanding. The aggregate number of Class B Shares issued to date under the
Stock Options Plans is 48,284,486. The aggregate number of Class B Shares remaining available for
future issuance under the Stock Options Plans and the RSU Plan is 17,960,356.
All equity based plans restrict the participation of insiders in the plans as follows:
•
the number of Class B Shares reserved for issuance to any one person pursuant to awards
granted under the Stock Option Plans, the RSU Plan and any other unit or stock option
plan shall not at any time exceed 5% of the aggregate number of outstanding Class A
Shares and Class B Shares;
•
the number of Class B Shares reserved for issuance to insiders and their associates
pursuant to awards granted under the Stock Option Plans, the RSU Plan and any other
unit or stock option plan shall not exceed 10% of outstanding Class A Shares and Class B
Shares;
•
the number of Class B Shares issued under the Stock Option Plans, the RSU Plan and any
other of our share compensation arrangements to any one insider or that insider’s
associates in a 12 month period shall not exceed 5% of the outstanding Class A Shares
and Class B Shares; and
•
the number of Class B Shares issued under the Stock Option Plans, the RSU Plan and any
other of our share compensation arrangements to insiders and their associates in a
12 month period shall not exceed 10% of the outstanding Class A Shares and Class B
Shares.
The Committee has the authority to waive or vary the provisions regarding exercise of options
or RSUs following termination of employment or ceasing to be a director, as applicable.
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Indebtedness of Directors and Executive Officers
The following table shows the aggregate indebtedness of directors, executive officers and
employees (current and former) outstanding at March 1, 2013 to the Corporation and its
subsidiaries.
Purpose
To the Corporation
or its subsidiaries
($)
To Another Entity
($)
Nil
Nil
296,849
Nil
Share Purchases
Other
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
63
Corporate Governance
STATEMENT OF CORPORATE GOVERNANCE PRACTICES
The Board endorses the principle that our corporate governance practices (the Corporate
Governance Practices) are a fundamental part of our proper functioning as a corporation. The
Board believes that these Corporate Governance Practices enhance the interests of our
securityholders, employees, customers and of others dealing with us. These Corporate Governance
Practices conform in all substantial aspects with applicable corporate governance guidelines and
standards and take into account the following:
Source
Reason for Conforming
Sarbanes-Oxley Act of 2002 (U.S.)
We are a foreign private issuer in the U.S.
New York Stock Exchange (the NYSE)
We have shares listed on the NYSE
The TSX
We have shares listed on the TSX
Canadian Securities Administrators
We are a reporting issuer in various jurisdictions
in Canada
The Board closely monitors these and other corporate governance developments and is
committed to enhancing our Corporate Governance Practices on a continuing basis. Our Corporate
Governance Practices, summarized below, respond to the disclosure required by National
Instrument 58-101 – Disclosure of Corporate Governance Practices (NI 58-101) and the guidelines
set forth in National Policy 58-201 – Corporate Governance Guidelines. This Statement of
Corporate Governance Practices was prepared by the Corporate Governance Committee and
approved by the Board.
Controlled Company Exemption
The NYSE listing standards require a listed company to have, among other things, a
nominating committee consisting entirely of independent directors. The rules permit a “controlled
company” to be exempt from this requirement. A “controlled company” is a company of which
more than 50% of the voting power is held by an individual, group or another company. The
Board has determined that it is appropriate for directors affiliated with the controlling shareholder
to serve on the Board committees apart from the Audit Committee because of the alignment of
interests between our controlling shareholder and our minority shareholders, namely the creation
of value and long-term growth. Accordingly, the Board has approved the Corporation’s reliance on
the controlled company exemption.
Foreign Private Issuer Status
Under the NYSE listing standards, a “foreign private issuer”, such as the Corporation, is not
required to comply with most of the NYSE corporate governance listing standards. However,
foreign private issuers are required to disclose any significant ways in which their corporate
governance practices differ from those followed by U.S. companies under NYSE listing standards.
Appointment of Auditors
The NYSE listing standards require the audit committee of a U.S. company to be directly
responsible for the appointment of any registered accounting firm engaged for the purpose of
preparing or issuing an audit report or performing other audit review or attest services. There is an
exception for foreign private issuers that are required under a home country law to have auditors
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ROGERS COMMUNICATIONS INC.
2013 MANAGEMENT INFORMATION CIRCULAR
selected pursuant to home country standards. Pursuant to the Business Corporations Act (British
Columbia), our auditors are to be appointed by the shareholders at the Annual General Meeting of
the Corporation. Our audit committee is responsible for evaluating the auditors and advising the
Board of its recommendation regarding the appointment of auditors.
Shareholder Approval of Equity Compensation Plans
The NYSE listing standards also require shareholder approval of all equity compensation plans
and material revisions to such plans. The definition of “equity compensation plan” covers plans
that provide for the delivery of newly issued or treasury securities. The TSX rules provide that only
the creation of, or material amendments to, equity compensation plans that provide for new
issuances of securities are subject to shareholder approval in certain circumstances. We follow the
TSX rules with respect to the requirements for shareholder approval of equity compensation plans
and material revisions to such plans.
Board Composition
The Board currently has 17 members. The Board is responsible for determining whether a
director is “independent” within the meaning of NI 58-101.
Certain directors may be principals of, partners in or hold other positions with entities that
provide legal, financial or other services to the Corporation. The Board has adopted discretionary
Director Material Relationship Standards for the purpose of assisting the Board in making
determinations whether or not a direct or indirect business, commercial, banking, consulting,
professional or charitable relationship that a director may have with the Corporation or its
subsidiaries is a material relationship that could, in the view of the Board, reasonably interfere with
the exercise of the director’s independent judgment. These standards can be reviewed in the
Corporate Governance section of the Corporation’s website at rogers.com.
It is the policy of the Board that there is a separation of the offices of the Chair of the Board
and the Chief Executive Officer. Alan D. Horn, the Chair, and Nadir Mohamed, the Chief Executive
Officer, are in regular communication during the course of the year including with respect to the
Company’s business and the responsibilities of the Board.
Alan D. Horn, the Chair of the Board is not an independent director. Pursuant to the Board
Mandate, the Board has appointed Peter C. Godsoe, O.C., O. Ont., an independent director, as
lead director. The lead director facilitates the functioning of the Board independently of
management of the Corporation and provides independent leadership to the Board. For further
information regarding the role and responsibilities of the lead director, see “Role and
Responsibilities of the Chair and Lead Director” in the Board Mandate (attached to this Information
Circular as Appendix B).
2013 MANAGEMENT INFORMATION CIRCULAR
ROGERS COMMUNICATIONS INC.
65
The following table shows which directors of the Board are independent and which are nonindependent within the meaning of NI 58-101, and the reason for non-independence of individual
directors.
Director
Independent
C. William D. Birchall
Š
Stephen A. Burch
Š
John H. Clappison
Š
Peter C. Godsoe
Š
Non-independent
Reason for non-independence
Š
Executive officer of certain private
Rogers family holding companies
Š
Executive officer of the
Corporation
Š
Executive officer of the
Corporation
Edward S. Rogers
Š
Executive officer of the
Corporation
Loretta A. Rogers
Š
Mother of executive officers
of the Corporation
Martha L. Rogers
Š
Sibling of executive officers
of the Corporation
Melinda M. Rogers
Š
Executive officer of the
Corporation
Alan D. Horn (Chair)
Thomas I. Hull
Š
Philip B. Lind, C.M.
John A. MacDonald
Š
Isabelle Marcoux
Š
Nadir Mohamed
The Hon. David R.
Peterson, P.C., Q.C.
Š
Dr. Charles Sirois
Š
John H. Tory
Š
The Corporate Governance Committee is responsible for, among other things, reviewing the
size of the Board, the committees of the Board and the boards and committees of the
Corporation’s affiliates. The Corporate Governance Committee also reviews the effectiveness of
the Board on an annual basis.
The Board has seven permanent (or standing) committees. The Board may appoint special
committees to deal with specific matters. A special committee might, for example, consider
proposed material transactions between us and our controlling shareholder (or corporations
controlled by our controlling shareholder) or between us and our subsidiaries. In those cases the
committee would consist entirely of independent directors who have no relationship to us or to our
controlling shareholder other than as a director. The mandates for the seven permanent
committees of the board are attached to this Information Circular as Appendix C.
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2013 MANAGEMENT INFORMATION CIRCULAR
The following table shows the seven permanent committees of the Board and the directors
acting as chair or members of the committees.
Director
Corporate
Audit Governance Nominating Compensation Executive Finance Pension
C. William D. Birchall
Š
Stephen A. Burch
Š
John H. Clappison
*
Š
Š
Š
Peter C. Godsoe
*
Š
Š
Alan D. Horn
Thomas I. Hull
Š
Š
Š
Š
Š
Š
Š
Š
Š
Š
*
*
*
Philip B. Lind, C.M.
John A. MacDonald
Š
Isabelle Marcoux
Nadir Mohamed
The Hon. David R.
Peterson, P.C., Q.C.
Š
Edward S. Rogers
*
Loretta A. Rogers
Š
Martha L. Rogers
Š
Melinda M. Rogers
Š
Š
Dr. Charles Sirois
Š
John H. Tory
*
Š
Š
Š
*
Chair
Member
Board Mandate and Responsibilities
The Board is responsible for the stewardship of the Company. This requires the Board to
oversee the conduct of the business and affairs of the Company. The Board discharges some of its
responsibilities directly and discharges others through committees of the Board. The Board is not
responsible for the day-to-day management and operation of the Company’s business, as this
responsibility has been delegated to management. The Board is, however, responsible for
supervising management in carrying out this responsibility. The complete Board Mandate including
roles and responsibilities for directors, including the Chair of the Board is attached to this
Information Circular as Appendix B.
During 2012, the independent directors met at in camera sessions during every Board meeting
without management or non-independent directors. In camera sessions for the independent
directors are included as part of the agenda for director meetings in 2013.
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67
The following table shows the number of meetings of the Board and its committees and the
attendance rate of each director in 2012.
Director
Corporate
Total
Board(1) Audit Governance Nominating Compensation Finance Pension Attendance
C. William D. Birchall
7/7
5/5
Stephen A. Burch
7/7
5/5
John H. Clappison
7/7
5/5
Peter C. Godsoe
7/7
Alan D. Horn
7/7
Thomas I. Hull
7/7
Philip B. Lind, C.M.
7/7
John A. MacDonald
5/5
Isabelle Marcoux
7/7
Nadir Mohamed
7/7
The Hon. David R.
Peterson, P.C., Q.C.
7/7
Edward S. Rogers
7/7
Loretta A. Rogers
6/7
Martha L. Rogers
7/7
Melinda M. Rogers
7/7
William T. Schleyer
6/7
Dr. Charles Sirois
5/5
John H. Tory
7/7
2/2
6/6
100%
100%
2/2
2/2
4/4
4/4
100%
3/3
100%
6/6
6/6
2/2
3/3
100%
6/6
100%
100%
3/3
100%
2/2
3/4
92%
100%
3/3
2/2
6/6
100%
100%
86%
2/2
6/6
3/4
2/2
4/4
80%
2/3
95%
82%
3/4
2/2
1/3
89%
100%
(1) No Executive Committee meetings were required in 2012.
Code of Ethics and Business Conduct
The Board has adopted both a Directors Code of Conduct and Ethics and the Business
Conduct Policy for Officers and Employees, which we refer to as the Codes. The Codes require our
directors, officers and employees to disclose any material transaction or relationship that could
reasonably be expected to give rise to a conflict of interest, among other requirements.
To ensure the directors exercise independent judgment in considering transactions,
agreements or decisions in respect of which a director has a material interest, the directors follow a
practice whereby any such director with a material interest must be absent during any board
discussion pertaining thereto and must not cast a vote on such matter.
Issues arising in connection with the Codes, including conflicts of interest are reported to the
Audit Committee in the case of the Business Conduct Policy and to the Corporate Governance
Committee in the case of the Directors Code of Conduct and Ethics, which are responsible for
monitoring compliance with the applicable Code and applying and interpreting the applicable
Code in particular situations. The Committees must inform the Board of any Code violation. Any
waiver of a Code provision may be made only by the Board or by the applicable committee and
reported to the Board.
Processes are in place to encourage implementation of the Codes by the Board, the CEO and
employees such as distribution of the Code to the Corporation’s employees; and the STAR Hotline,
the Company’s anonymous whistleblower hotline. For more details refer to Appendix A to this
Information Circular under the heading “Ethical Business Conduct”.
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2013 MANAGEMENT INFORMATION CIRCULAR
Director Orientation and Continuing Education
It is the responsibility of the Corporate Governance Committee to provide an orientation and
continuing education program for the directors.
Newly appointed directors attend orientation sessions which are intended to familiarize new
directors with our business and operations, including management structure, strategic plans,
finances, opportunities and risks. New directors have the opportunity to meet with management
and other members of the Board. New directors are also provided with a package of detailed
information concerning our affairs, including public filings.
As part of ongoing education, from time to time, presentations are made by management
personnel or outside experts to educate the directors on new issues and developments in legal,
regulatory and industry initiatives.
All of our directors have become members of the Institute of Corporate Directors in 2013,
which offers director education programs and provides access to publications to enhance
knowledge concerning governance and director responsibilities.
Director Nomination and Board Assessment
The Nominating Committee is responsible for receiving and initiating proposals for nomination
of individuals for election to the Board and assessing incumbent directors for re-nomination to the
Board. The Nominating Committee maintains a list of potential candidates for future director
vacancies. Potential candidates for director of the Corporation are evaluated by the Nominating
Committee, having regard to the candidate’s background and qualifications to ensure that the
candidate’s experience and skill are aligned with the Corporation’s needs. In evaluating candidates,
the Nominating Committee considers diversity as well as the effectiveness of the Board, as a whole,
and its individual members, including their respective competencies and skills. The Nominating
Committee has five members, a majority of whom are independent. For more information on the
Nominating Committee and its responsibilities, please refer to the subsection “Nomination of
Directors” in Appendix A to this Information Circular. Also refer to Appendix C to this Information
Circular for the full mandate of the Nominating Committee.
The Corporate Governance Committee uses discussions between the chair of the committee
and Board members and annual written evaluations to solicit comment and evaluation from
individual directors on the performance and effectiveness of the Board and its committees and
recommendations for improvements. The Chair of the Committee discusses with the individual
directors the effectiveness and performance of the Board and individual directors’ areas of interest
and participation. The Chair also discusses with each committee chairman the mandate,
effectiveness and performance of such committee. The Chair reviews the recommendations and
comments of the directors with the Corporate Governance Committee.
Risk Management Oversight
For a description of risk management oversight, please see the section entitled “Enterprise Risk
Management” on page 63 of the MD&A.
Audit Committee
The Audit Committee is composed entirely of independent directors and meets regularly
without management present. Audit Committee meetings with both internal and external auditor
are held on a regular basis and the committee has the authority to engage independent advisors,
paid for by the Corporation, to help make the best possible decisions on the financial reporting,
accounting policies and practices, disclosure practices, and internal controls of the Corporation.
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69
Other Good Governance Practices
•
Director Share ownership guidelines (See section entitled “Share Ownership Guidelines”)
•
Committee retention of independent advisors
Submitted on behalf of the Corporate Governance Committee
Peter C. Godsoe (Chairman)
Thomas I. Hull
Isabelle Marcoux
John H. Tory
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Other Information
Interest of Informed Persons in Material Transactions
We are not aware that any shareholder holding more than 10% of the voting rights attached
to the Class A Shares, any proposed nominee for election as director, any director or officer of us
or any of our subsidiaries, or any associate or affiliate of those persons has any material interest in
any transaction that has materially affected or would materially affect us or any of our subsidiaries
since January 1, 2012.
Interest of Certain Persons or Companies in Matters to be Acted Upon
None of our directors or executive officers, nor any person who has had such a position since
January 1, 2012, nor any proposed nominee for election as our director, nor any of their respective
associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership
of securities or otherwise, in any matter to be acted upon at the meeting, other than the election
of directors or the appointment of auditors.
Management Contracts
There are no agreements or arrangements where our or any of our subsidiaries’ management
functions were, to any substantial degree, performed by a person or company other than our or
our subsidiaries’ directors or senior officers.
Additional Documentation
Please see our full year 2012 financial statements and Management’s Discussion and Analysis
for financial and other information about Rogers. Additional information is available on SEDAR at
sedar.com, on EDGAR at sec.gov, or on rogers.com/investors. You can obtain a copy of our
most recent financial statements, Management’s Discussion and Analysis and Annual Information
Form without charge, upon request from the Investor Relations Department which can be
contacted as follows:
Vice President, Investor Relations
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario, M4W 1G9, Canada
416.935.3522
[email protected]
The Board has approved the contents and the sending of this Information Circular.
David P. Miller
Secretary
March 6, 2013
Toronto, Ontario, Canada
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Appendix A
NATIONAL INSTRUMENT REQUIREMENTS
Instrument Requirements
Comments
Board of Directors
Disclose the identity of directors who are
independent.
Based on the information provided by each
existing and proposed director and the
recommendations
of
the
Corporate
Governance Committee, the Board has
determined that the following nominees are
independent in accordance with the
requirements of NI 58-101. In making this
determination, the Board considered all of the
relationships that each nominee has with the
Corporation
(taking
the
discretionary
standards referred to above and other factors
the Board considered relevant into account)
and concluded that none of the relationships
considered would likely impair the existing or
proposed director’s independent judgment.
C. William D. Birchall
Stephen A. Burch
John H. Clappison
Peter C. Godsoe, O.C., O. Ont.
Thomas I. Hull
John A. MacDonald
Isabelle Marcoux
The Hon. David R. Peterson, P.C., Q.C.
Charles Sirois
John H. Tory, O. Ont.
During 2012, William
considered independent.
T.
Schleyer
was
Disclose the identity of directors who are not
independent, and describe the basis for that
determination.
Please refer to the table in the subsection
“Board Composition” under “Statement of
Corporate Governance Practices”.
Disclose whether or not a majority of directors
are independent.
A majority of the Board is independent.
If a director is presently a director of any other
issuer that is a reporting issuer in a Canadian
jurisdiction or a foreign jurisdiction, identify
both the director and the other issuer.
Please refer to the table in the subsection
“The Proposed Nominees” under “Election of
Directors”.
Disclose whether or not the independent
directors hold regularly scheduled meetings at
which
non-independent
directors
and
members of management are not in
attendance. If the independent directors hold
such meetings, disclose the number of
meetings held since the beginning of the
issuer’s most recently completed financial year.
Please refer to the table in the subsection
“Board Mandate and Responsibilities” under
“Statement
of
Corporate
Governance
Practices”.
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ROGERS COMMUNICATIONS INC.
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Instrument Requirements
Comments
Disclose whether or not the chair of the board
is an independent director. If the board has a
chair or lead director who is an independent
director, disclose the identity of the
independent chair or lead director, and
describe his or her role and responsibilities.
Please refer to the subsection “Board
Composition” under “Statement of Corporate
Governance Practices”.
Disclose the attendance record of each director
for all board meetings held since the beginning
of the issuer’s most recently completed
financial year.
Please refer to the table under “Election of
Directors”.
Board Mandate
Disclose the text of the board’s written
mandate.
The Board has adopted a Board of Directors
Mandate (the Board Mandate) as its written
mandate
of
directors’
duties
and
responsibilities (the Board Mandate is attached
to this Information Circular as Appendix B).
Among other responsibilities, the Board is
responsible for approving the Corporation’s
goals, objectives and strategies. The Board has
in place a strategic planning process and
approve and review, on at least an annual
basis, a strategic plan which takes into
account,
among
other
things,
the
opportunities and risks of the business. The
Board is also responsible for identifying the
principal risks of the Company’s businesses
and overseeing the implementation of
appropriate risk assessment systems to
manage these risks.
Position Descriptions
Disclose whether or not the board has
developed written position descriptions for the
chair and the chair of each board committee.
The Board Mandate states the Chair’s main
responsibility as overseeing and managing and
assisting the Board in fulfilling its duties and
responsibilities in an effective manner
independently of management. For that
purpose, the duties of the Chair of the Board
include:
•
to chair Board meetings and annual and
special meetings of shareholders;
•
to organize an appropriate annual work
plan and regularly scheduled meetings for
the Board;
•
to prepare the agenda for each Board
meeting with the participation of
management;
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73
Instrument Requirements
Comments
•
to monitor the work of the committees of
the Board and in that connection the
Chair may attend, as a non-voting
participant, all meetings of Board
committees (other than those on which
he otherwise sits); provided that, if the
Chair is not independent, he or she must
be absent for portions of meetings where
all Committee members are required to
be independent;
•
to arrange for an appropriate information
package to be provided on a timely basis
to each director in advance of the
meeting;
•
to assist in the Board’s evaluation and
self-assessment of its effectiveness and
implementation of improvements;
•
to provide appropriate guidance to
individual Board members in discharging
their duties;
•
to ensure newly appointed directors
receive an appropriate orientation and
education program;
•
to provide arrangements for members of
the Board to communicate with the Chair
formally and informally concerning
matters of interest to Board members;
and
•
to promote best practices and high
standards of corporate governance.
The chairs of each board committee are
responsible to organize the affairs of such
committee, chair its meetings, provide
guidance to the members of such committee,
retain outside experts as may be required and
report to the Board on the work of such
committee. The mandate of the committee
may
also
assign
specific
additional
responsibilities to the chair of the committee.
Disclose whether or not the board and Chief
Executive Officer (CEO) have developed a
written position description for the CEO.
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ROGERS COMMUNICATIONS INC.
The Board has approved a detailed written job
description for the office of CEO. The
Compensation Committee will review and
approve the CEO’s written objectives for the
current year.
2013 MANAGEMENT INFORMATION CIRCULAR
Instrument Requirements
Comments
Orientation and continuing Education
Briefly describe what measures the board takes
to orient new directors regarding (i) the role of
the board, its committees and its directors, and
(ii) the nature and operation of the issuer’s
business.
Please refer to the subsection “Director
Orientation and Continuing Education” under
“Statement
of
Corporate
Governance
Practices”. Also refer to Appendix C for the
full mandate of the Corporate Governance
committee.
Briefly describe what measures, if any, the
board takes to provide continuing education
for its directors.
Please refer to the subsection “Director
Orientation and Continuing Education” under
“Statement of Corporate Governance Practices”
Ethical Business Conduct
Disclose whether or not the board has adopted
a written code of business conduct and ethics
for the directors, officers and employees. If the
board has adopted a written code:
(i)
disclose how a person or company may
obtain a copy of the code;
(ii)
describe how the board monitors
compliance with its code, or if the board
does not monitor compliance, explain
whether and how the board satisfies itself
regarding compliance with its code; and
(iii) provide a cross-reference to any material
change report filed since the beginning of
the issuer’s most recently completed
financial year that pertains to any conduct
of a director or executive officer that
constitutes a departure from the code.
The Board has adopted both a “Directors Code
of Conduct and Ethics” and the “Rogers
Business Conduct Policy” for Officers and
Employees (the Codes). The Codes require our
directors, officers and employees to disclose any
material transaction or relationship that could
reasonably be expected to give rise to a conflict
of interest, among other requirements.
(i)
We have publicly filed the Codes on
SEDAR and they may also be obtained
from our website where they have been
posted under “Corporate Governance” at
rogers.com.
(ii)
Issues arising in connection with the
Codes, including conflicts of interest are
reported to the Audit Committee in the
case of the Business Conduct Guidelines
and to the Corporate Governance
Committee in the case of the Directors
Code of Conduct and Ethics, which are
responsible for monitoring compliance
with the applicable Code and applying
and interpreting the applicable Code in
particular situations. The Committees
must inform the Board of any Code
violation. Any waiver of a Code provision
may be made only by the Board or by the
applicable committee and reported to the
Board.
(iii) Not applicable.
Describe any steps the board takes to ensure
directors exercise independent judgment in
considering transactions and agreements in
respect of which a director or executive officer
has a material interest.
To ensure the directors exercise independent
judgment
in
considering
transactions,
agreements or decisions in respect of which a
director has a material interest, the directors
follow a practice whereby any such director
with a material interest must be absent during
any board discussion pertaining thereto and
must not cast a vote on such matter.
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75
Instrument Requirements
Comments
Describe any other steps the board takes to
encourage and promote a culture of ethical
business conduct.
The Board and the CEO have reviewed and
approved the Codes.
It is managements’ responsibility to distribute
and implement the Rogers Business Conduct
Policy to the Corporation’s employees. Under
the Rogers Business Conduct Policy the
Corporation expects any employee who has
reason to suspect any violation of applicable
law or regulations or has concerns about
potential
business/ethical
misconduct,
financial misconduct with regard to the
Corporation’s accounting practices, financial
controls or the safeguarding of its assets, to
speak to his/her manager/supervisor, or to
report such suspicions or concerns to the STAR
Hotline, the corporate whistleblower hotline,
which allows anonymous reporting, if desired.
In addition, each year we provide a refresher
on our business conduct and ethical standards
through mandatory Company-wide training
on the Rogers Business Conduct Policy. The
training course provides an overview of key
topics and tests an employee’s understanding
of how to deal with the practical real-life
issues and challenging choices that may arise
in their day-to-day work.
Nomination of Directors
Describe the process by which the board
identifies
new
candidates
for
board
nomination.
Please refer to the subsection “Director
Nomination and Board Assessment” under
“Statement
of
Corporate
Governance
Practices”
Disclose whether or not the board has a
nominating committee composed entirely of
independent directors. If the board does not
have a nominating committee composed
entirely of independent directors, describe
what steps the board takes to encourage an
objective nomination process.
The Nominating Committee has five members,
a majority of whom are independent.
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ROGERS COMMUNICATIONS INC.
The Control Trust Chair of the Rogers Control
Trust (see “Outstanding Shares and Main
Shareholders” above) is obligated to use
reasonable efforts to procure the appointment
of the Control Trust Chair and the Control
Trust
Vice-Chair
to
the
Nominating
Committee. The Nominating Committee,
which is responsible for, among other things,
the identification of new candidates for the
Board, is not comprised entirely of
independent directors because two members,
Edward S. Rogers and Melinda Rogers, are
executive officers of our Corporation and
because of their respective roles as the Control
Trust Chair and Control Trust Vice-Chair of
2013 MANAGEMENT INFORMATION CIRCULAR
Instrument Requirements
Comments
our controlling shareholder. Because of the
alignment of interests between our controlling
shareholder and our minority shareholders,
namely the creation of value and long-term
growth, the Board has determined that it is
appropriate for Edward S. Rogers and Melinda
Rogers to be members of the Nominating
Committee, with the remainder of the
members of the Nominating Committee being
independent directors. The Board believes that
the presence of a majority of independent
directors on the Nominating Committee and
the alignment of interests described above
ensure an objective nomination process that is
in the interests of all shareholders.
If the board has a nominating committee,
describe the responsibilities, powers and
operation of the nominating committee.
Please refer to the subsection “Director
Nomination and Board Assessment” under
“Statement
of
Corporate
Governance
Practices”. Also refer to Appendix C for the
full mandate of the Nominating Committee.
Compensation
Describe the process by which the board
determines the compensation for the issuer’s
directors and officers.
Please refer to the subsection “Director
Compensation” and “Report of the
Compensation Committee”.
Disclose whether or not the board has a
compensation committee composed entirely of
independent directors.
All members of the Compensation Committee
are independent. For additional information,
please see “Report of the Compensation
Committee” above.
If the board has a compensation committee,
describe the responsibilities, powers and
operation of the compensation committee.
The Compensation Committee and the Board
are responsible for CEO succession planning
and for satisfying themselves that succession
planning is in place for all other key executive
roles. This includes identifying potential
succession candidates for key positions,
fostering
leadership
development
and
management depth and reviewing progress
on leadership development plans.
Please refer to Appendix C for the full
mandate of the Compensation Committee.
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77
Instrument Requirements
Comments
If a compensation consultant or advisor has, at
any time since the beginning of the issuer’s
most recently completed financial year, been
retained to assist in determining compensation
for any of the issuer’s directors and officers,
disclose the identity of the consultant or advisor
and briefly summarize the mandate for which
they have been retained. If the consultant or
advisor has been retained to perform any other
work for the issuer, state that fact and briefly
describe the nature of the work.
Please refer to the section “Compensation
Discussion and Analysis”.
Other Board Committees
If the board has standing committees other
than the audit, compensation and nominating
committees, identify the committees and
describe their function.
Please refer to the subsection “Board
Composition” under “Statement of Corporate
Governance Practices” for identification of the
seven permanent standing committees of the
Board. Also refer to Appendix C for the full
mandates of all seven standing committees.
Assessments
Disclose whether or not the board, its
committees and individual directors are
regularly assessed with respect to their
effectiveness and contribution. If assessments
are regularly conducted, describe the process
used for the assessments.
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ROGERS COMMUNICATIONS INC.
Please refer to the subsection “Director
Nomination and Board Assessment” under
“Statement
of
Corporate
Governance
Practices”. Also refer to Appendix C for the
full mandate of the Corporate Governance
Committee.
2013 MANAGEMENT INFORMATION CIRCULAR
Appendix B
BOARD OF DIRECTORS MANDATE
The purpose of this mandate (“Mandate”) of the board of directors (the “Board”) of Rogers
Communications Inc. (the “Company”) is to provide guidance to Board members as to their
duties and responsibilities. The power and authority of the Board is subject to the provisions of
applicable law.
Purpose of the Board
The Board is responsible for the stewardship of the Company. This requires the Board to
oversee the conduct of the business and affairs of the Company. The Board discharges some of its
responsibilities directly and discharges others through committees of the Board. The Board is not
responsible for the day-to-day management and operation of the Company’s business, as this
responsibility has been delegated to management. The Board is, however, responsible for
supervising management in carrying out this responsibility.
Membership
The Board consists of directors elected by the shareholders as provided for in the Company’s
constating documents and in accordance with applicable law. From time to time, the Corporate
Governance Committee shall review the size of the Board to ensure that its size facilitates effective
decision-making by the Board in the fulfillment of its responsibilities.
Each member of the Board must act honestly and in good faith with a view to the best
interests of the Company, and must exercise the care, diligence and skill that a reasonably prudent
person would exercise in comparable circumstances. A director is responsible for the matters under
“Role and Responsibilities of the Board” below as well as for other duties as they arise in the
director’s role.
All members of the Board shall have suitable experience and skills given the nature of the
Company and its businesses and have a proven record of sound judgment. Directors are to possess
characteristics and traits that reflect:
•
high ethical standards and integrity in their personal and professional dealings;
•
the ability to provide thoughtful and experienced counsel on a broad range of issues and
to develop a depth of knowledge of the businesses of the Company in order to
understand and assess the assumptions on which the Company’s strategic and business
plans are based and to form an independent judgment with respect to the
appropriateness and probability of achieving such plans;
•
the ability to monitor and evaluate the financial performance of the Company;
•
an appreciation of the value of Board and team performance over individual performance
and a respect for others; and
•
an openness for the opinions of others and the willingness to listen, as well as the ability
to communicate effectively and to raise tough questions in a manner that encourages
open and frank discussion.
Directors are expected to commit the time and resources necessary to properly carry out their
duties. Among other matters, directors are expected to adequately prepare for and attend all
regularly scheduled Board meetings. New directors are expected to understand fully the role of the
Board, the role of the committees of the Board and the contribution individual directors are
expected to make.
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79
Ethics
Members of the Board shall carry out their responsibilities objectively, honestly and in good
faith with a view to the best interests of the Company. Directors of the Company are expected to
conduct themselves according to the highest standards of personal and professional integrity.
Directors are also expected to set the standard for Company-wide ethical conduct and ensure
ethical behaviour and compliance with laws and regulations. If an actual or potential conflict of
interest arises, a director shall promptly inform the Chair and shall refrain from voting or
participating in discussion of the matter in respect of which he has an actual or potential conflict of
interest. If it is determined that a significant conflict of interest exists and cannot be resolved, the
director should resign.
Directors are expected to act in accordance with applicable law, the Company’s Articles and
the Company’s Directors Code of Conduct and Ethics. The Board is required to monitor compliance
with the Directors Code of Conduct and Ethics and is responsible for the granting of any waivers
from compliance with the Directors Code of Conduct and Ethics.
Meetings
The Board shall meet in accordance with a schedule established each year by the Board, and at
such other times as the Board may determine. Meeting agendas shall be developed in consultation
with the Chair. Board members may propose agenda items though communication with the Chair.
The Chair is responsible for ensuring that a suitably comprehensive information package is sent to
each director in advance of each meeting. At the discretion of the Board, members of
management and others may attend Board meetings, except for separate meetings of the
independent directors of the Board.
Directors are expected to be fully prepared for each Board meeting, which requires them, at a
minimum, to have read the material provided to them prior to the meeting. At Board meetings,
each director is expected to take an active role in discussion and decision-making. To facilitate this,
the Chair is responsible for fostering an atmosphere conducive to open discussion and debate.
Independent directors shall have the opportunity to meet at appropriate times without
management present at regularly scheduled meetings. The lead director shall be responsible for
presiding over meetings of the independent directors. Independent directors may propose agenda
items for meetings of independent directors members through communication with the Chair.
Role and Responsibilities of the Board
The Board is responsible for approving the Company’s goals, objectives and strategies. The
Board shall adopt a strategic planning process and approve and review, on at least an annual basis,
a strategic plan which takes into account, among other things, the opportunities and risks of the
business. The Board is also responsible for overseeing the implementation of appropriate risk
assessment systems to identify and manage principal risks of the Company’s business.
In addition to the other matters provided in this Mandate, including the matters delegated to
Board committees as set out below, the Board is also responsible for the following specific matters:
80
•
review and approve management’s strategic plans;
•
review and approve the Company’s financial objectives, business plans and budgets,
including capital allocations and expenditures;
•
monitor corporate performance against the strategic plans and business, operating and
capital budgets;
•
management succession planning, including appointing and monitoring, the Chief
Executive Officer of the Company;
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2013 MANAGEMENT INFORMATION CIRCULAR
•
approving and updating the Code of Business Conduct for employees to create a culture
of integrity throughout the organization;
•
approve acquisitions and divestitures of business operations, strategic investments and
alliances, major business development initiatives and any unbudgeted expenditure in
excess of $50 million;
•
assess its own effectiveness in fulfilling its responsibilities, including monitoring the
effectiveness of individual directors;
•
ensure the integrity of the Company’s internal control system and management
information systems;
•
developing the Company’s approach to corporate governance, including developing a set
of corporate governance principles and guidelines; and
•
satisfy itself that appropriate policies and procedures are in place regarding public
disclosure and restricted trading by insiders, including the review and approval of the
Company’s corporate disclosure policy and confirmation that a process is in place to
disclose all material information in compliance with the Company’s timely disclosure
obligations and to prevent selective disclosure of material information to analysts,
institutional investors, market professionals and others.
A director has an important and positive role as a representative of the Company. A director is
also expected to participate in outside activities that enhance the Company’s image to investors,
employees, customers and the public.
Role and Responsibilities of the Chair
It is the policy of the Board that there be a separation of the offices of the Chair and the Chief
Executive Officer. In the event the Chair is not independent, the independent directors shall
appoint an independent lead director to carry out the responsibilities set out below. The Chair and
the Chief Executive Officer are to be in regular communications during the course of the year
including with respect to the Company’s business and the responsibilities of the Board.
The principal responsibilities of the Chair of the Board shall be to oversee, manage and assist
the Board in fulfilling its duties and responsibilities as a Board in an effective manner independently
of management. The Chair shall be responsible, among other things,
•
to chair Board meetings and annual and special meetings of shareholders;
•
to organize an appropriate annual work plan and regularly scheduled meetings for the
Board;
•
to participate in the preparation of the agenda for each Board meeting;
•
to monitor the work of the committees of the Board and in that connection the Chair
may attend, as a non-voting participant, all meetings of Board committees (other than
those on which he otherwise sits); provided that, if the Chair is not independent, he or
she must be absent for portions of meetings where all Committee members are required
to be independent;
•
to arrange for an appropriate information package to be provided on a timely basis to
each director in advance of the meeting;
•
to assist in the Board’s evaluation and self-assessment of its effectiveness and
implementation of improvements;
•
to provide appropriate guidance to individual Board members in discharging their duties;
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•
to ensure newly appointed directors receive an appropriate orientation and education
program;
•
to provide arrangements for members of the Board to communicate with the Chair
formally and informally concerning matters of interest to Board members; and
•
to promote best practices and high standards of corporate governance.
The lead director will facilitate the functioning of the Board independently of management of
the Company and provide independent leadership to the Board. The lead director shall have the
following responsibilities:
•
provide leadership to ensure that the Board functions independently of management of
the Company and other non-independent directors;
•
in the absence of the Chair, act as chair of meetings of the Board;
•
review with the Chair and Chief Executive Officer of the Company items of importance
for consideration by the Board;
•
as may be required from time to time, consult and meet with any or all of the
independent directors, at the discretion of either party and with or without the
attendance of the Chair, and represent such directors in discussions with management of
the Company on corporate governance issues and other matters;
•
recommend, where necessary, the holding of special meetings of the Board;
•
promote best practices and high standards of corporate governance;
•
assist in the process of conducting director evaluations; and
•
perform such other duties and responsibilities as may be determined by the Board from
time to time.
Procedures to Ensure Effective and Independent Operation
The Board recognizes the importance of having procedures in place to ensure the effective
and independent operation of the Board. In addition to the policies and procedures provided
elsewhere in this Mandate including under “Role and Responsibilities of the Chair” set out above,
the Board has adopted the following procedures:
82
•
the Board has complete access to the Company’s management;
•
the Board requires timely and accurate reporting from management and shall regularly
review the quality of management’s reports;
•
subject to the approval of the Corporate Governance Committee, individual directors may
engage an external adviser at the expense of the Company in appropriate circumstances;
•
the Chair of the Board shall monitor the nature and timeliness of the information
requested by and provided by management to the Board to determine if the Board can be
more effective in identifying problems and opportunities for the Company; and
•
the Senior Vice President, Human Resources of the Company, together with the Chief
Executive Officer, shall develop a detailed job description for the Chief Executive Officer.
This description shall be approved by the Compensation Committee and recommended to
the Board. The Board shall assess the Chief Executive Officer against the objectives set out
in this job description.
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Board Committees
Subject to limits on delegation contained in corporate law applicable to the Company, the
Board has the authority to establish and carry out its duties through committees and to appoint
directors to be members of these committees. The Board assesses the matters to be delegated to
committees of the Board and the constitution of such committees annually or more frequently, as
circumstances require. From time to time the Board may create ad hoc committees to examine
specific issues on behalf of the Board.
The Board has established the following committees: (1) Audit Committee; (2) Finance
Committee; (3) Corporate Governance Committee; (4) Nominating Committee; (5) Compensation
Committee; (6) Pension Committee; and (7) Executive Committee. The respective responsibilities of
each of the foregoing committees is set forth in the applicable committee mandate.
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Appendix C
COMMITTEE MANDATES
Audit Committee
Current Members(1):
Name
Independent
C. William D. Birchall
Yes
Stephen A. Burch
Yes
John H. Clappison
Yes
John A. MacDonald
Yes
(1)
Ronald D. Besse and Colin D. Watson were committee members until April 25, 2012.
Our Main Responsibilities
•
overseeing of reliable, accurate and clear financial reporting policies and practices to
shareholders
•
overseeing the design, implementation and review of internal controls – the necessary
checks and balances must be in place
•
directly responsible for the qualifications, independence, appointment and oversight of
the work of the external auditors – the shareholders’ auditors report directly to the
Committee
•
meeting with the Corporation’s external and internal auditors and evaluating the
effectiveness and independence of each
•
overseeing the establishment and maintenance of processes that ensure the Corporation
is in compliance with the laws and regulations that apply to it as well as its own policies
•
receiving reports on and approving, if appropriate, certain transactions with related
parties
•
review processes to identify major risk exposures and associated risk management policies
Independence is Key
•
our Committee is composed entirely of independent directors within the meaning of
applicable securities laws and the Corporation’s Director Material Relationship Standards
•
we meet regularly without management present
•
we have the authority to engage independent advisors, paid for by the Corporation, to
help us make the best possible decisions on the financial reporting, accounting policies
and practices, disclosure practices, and internal controls of the Corporation
Purpose of Audit Committee
The Audit Committee shall assist the Board of the Corporation in fulfilling its oversight
responsibilities in the following principal areas: (i) financial reporting processes and the integrity of
financial statements provided by the Corporation to the public, (ii) the qualifications,
independence, appointment and oversight of the work of the external auditors (iii) the
qualifications and performance of internal auditors (iv) the Corporation’s accounting systems,
financial controls, and disclosure controls, (v) compliance with applicable legal and regulatory
requirements, and (vi) effectiveness of risk assessment policies.
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In addition to the responsibilities specifically enumerated in this Mandate, the Board may refer
to the Audit Committee such matters and questions relating to the financial position of the
Corporation and its affiliates as the Board may from time to time see fit.
Membership
The Committee shall be comprised of not less than three members of the Board each of
whom shall be independent of management in accordance with applicable securities laws and
based on the Corporation’s Director Material Relationship Standards.
The Chief Executive Officer may attend each meeting of the Committee at the invitation of the
Chair.
The members shall be selected based upon the following, in accordance with applicable laws,
rules and regulations:
(a) Independence. Each member shall be independent in accordance with applicable
securities laws and based on the Corporation’s Director Material Relationship Standards
and in such regard shall have no direct or indirect material relationship with the
Corporation which could, in the view of the Board, reasonably interfere with the exercise
of a member’s independent judgment.
(b) Financially Literate. Each member shall be financially literate or must become financially
literate within a reasonable period of time after his or her appointment to the Audit
Committee. For these purposes, an individual is financially literate if he or she has the
ability to read and understand a set of financial statements that present a breadth and
level of complexity of accounting issues that are generally comparable to the breadth and
complexity of the issues that can reasonably be expected to be raised by the
Corporation’s financial statements. In addition, at least one member must be a financial
expert.
(c)
Commitment. In addition to being a member of the Audit Committee and of any audit
committee of any affiliate of the Corporation, if a member of the Audit Committee is also
on the audit committee of more than two additional public companies, the Board, or the
Nominating Committee, shall determine that such simultaneous service does not impair
the ability of such member to serve effectively on the Corporation’s Audit Committee.
Chair and Secretary
The Chair of the Committee shall be chosen by the Board and shall serve in that capacity until
the next annual general meeting of the Shareholders of the Corporation or until his or her earlier
resignation or removal by resolution of the Board. The Secretary of the Corporation shall be the
Secretary of the Audit Committee, provided that if the Secretary is not present, the Chair of the
meeting may appoint a secretary for the meeting with the consent of the Audit Committee
members who are present.
Meetings
The times and locations of meetings of the Audit Committee and the calling of and
procedures at such meetings, shall be determined from time to time by the Audit Committee, in
consultation with management when necessary, provided that there shall be a minimum of four
meetings per year. Subject to the notice provisions of the Articles of the Corporation, written
notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of
the Committee. Notice of every meeting shall be given to the external and internal auditors of the
Corporation.
Agendas for meetings of the Audit Committee shall be developed by the Chair of the
Committee in consultation with management and the corporate secretary, and shall be circulated
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to Audit Committee members prior to Committee meetings. A quorum for meetings for the
Committee shall be a majority of members.
A member of the Committee may be designated as the liaison member to report on the
deliberations of the Audit Committees to the Board.
Remuneration
The members of the Committee shall be entitled to receive such remuneration for acting as
members of the Audit Committee as the Board may from time to time determine.
Resources and Authority
The Audit Committee shall have the resources and the authority to discharge its
responsibilities, including the authority to engage, at the expense of the Corporation, outside
consultants, independent legal counsel and other advisors and experts as it determines necessary to
carry out its duties, without seeking approval of the Board or management.
The Audit Committee shall have the authority to conduct any investigation necessary and
appropriate to fulfilling its responsibilities, and has direct access to and the authority to
communicate directly with the external auditors, internal auditors, the general counsel of the
Corporation and other officers and employees of the Corporation.
The members of the Audit Committee shall have the right for the purpose of performing their
duties to inspect all the books and records of the Corporation and its subsidiaries and to discuss
such accounts and records and any matters relating to the financial position, risk management and
internal controls of the Corporation with the officers and external and internal auditors of the
Corporation and its subsidiaries. Any member of the Audit Committee may require the external or
internal auditors to attend any or every meeting of the Audit Committee.
Responsibilities
The Corporation’s management is responsible for preparing the Corporation’s financial
statements and the external auditors are responsible for auditing those financial statements. The
Committee is responsible for overseeing the conduct of those activities by the Corporation’s
management and external auditors, and overseeing the activities of the internal auditors. The
Corporation’s external auditors are accountable to the Audit Committee.
It is recognized that members of the Audit Committee are not full-time employees of the
Corporation and do not represent themselves to be accountants or auditors by profession or
experts in the fields of accounting or auditing or the preparation of financial statements. It is not
the duty or responsibility of the Audit Committee or its members to conduct “field work” or other
types of auditing or accounting reviews or procedures. Each member of the Audit Committee shall
be entitled to rely on (i) the integrity of those persons and organizations within and outside the
Corporation from whom it receives information, and (ii) the accuracy of the financial and other
information provided to the Audit Committee by such persons or organizations absent actual
knowledge to the contrary.
The specific responsibilities of the Audit Committee shall include those listed below. The
enumerated responsibilities are not meant to restrict the Audit Committee from reviewing and
making recommendations regarding any matters related to its purpose.
1.
Financial Reporting Process and Financial Statements
(a) in consultation with the external auditors and the internal auditors, review the integrity of
the Corporation’s financial reporting process, both internal and external, and any material
issues as to the adequacy of the internal controls and any special audit steps adopted in
light of material control deficiencies identified to it by the external or internal auditors or
of which the Audit Committee otherwise becomes aware;
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(b) review all material transactions and material contracts entered into by the Corporation
(and any subsidiary) with any insider or related party of the Corporation, other than
officer or employee compensation arrangements approved or recommended by the
Compensation Committee or director remuneration approved or recommended by the
Corporate Governance Committee; and
(c)
review and discuss with management and the external auditors the Corporation’s annual
audited consolidated financial statements and its interim unaudited consolidated financial
statements, and discuss with the external auditors the matters required to be discussed by
generally accepted auditing standards in Canada and/or the United States, as applicable,
as may be modified or supplemented, and for such purpose, receive and review the yearend report by the external auditors describing: (i) all critical accounting policies and
practices used by the Corporation, (ii) all material alternative accounting treatments of
financial information within generally accepted accounting principles that have been
discussed with management of the Corporation, including the ramifications of the use
such alternative treatments and disclosures and the treatment preferred by the external
auditors, and (iii) other material written communications between the external auditors
and management, and discuss such annual report with the external auditors;
(d) following completion of the annual audit, review with each of management, the external
auditors and the internal auditors any significant issues, concerns or difficulties
encountered during the course of the audit;
(e) resolve disagreements between management and the external auditors regarding
financial reporting;
(f)
review the interim quarterly and annual financial statements and annual and interim press
releases prior to the release of earnings information;
(g) review emerging accounting issues and their potential impact on the Corporation’s
financial reporting;
(h) review and be satisfied that adequate procedures are in place for the review and timely
disclosure of any public disclosure of financial information by the Corporation extracted
or derived from the Corporation’s financial statements, other than the disclosure referred
to in (f), and periodically assess the adequacy of those procedures;
2.
(i)
meet separately, periodically, with management, with the internal auditors and with the
external auditors; and
(j)
the interim consolidated financial statements, the Corporation’s disclosure under
“Management Discussion and Analysis” for interim periods and interim earnings press
releases may be approved by the Audit Committee on behalf of the Board of Directors,
provided that such approval is subsequently reported to the Board of Directors at its next
meeting.
External Auditors
(a) require the external auditors to report directly to the Audit Committee;
(b) be directly responsible for the selection, nomination, retention, termination and oversight
of the work of the Corporation’s external auditors engaged for the purpose of preparing
or issuing an auditor’s report or performing other audit, review or attest services for the
Corporation, and in such regard recommend to the Board the external auditors to be
nominated for approval by the shareholders;
(c)
recommend to the Board the compensation of the external auditors;
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(d) pre-approve all audit engagements and the provision by the external auditors of all nonaudit services, including fees and terms for all audit engagements and non-audit
engagements, and in such regard the Audit Committee may establish the types of nonaudit services the external auditors shall be prohibited from providing and shall establish
the types of audit, audit related and non-audit services for which the Audit Committee
will retain the external auditors. The Audit Committee may delegate to one or more of its
members the authority to pre-approve non-audit services, provided that any such
delegated pre-approval shall be exercised in accordance with the types of particular nonaudit services authorized by the Audit Committee to be provided by the external auditor
and the exercise of such delegated pre-approvals shall be presented to the full Audit
Committee at its next scheduled meeting following such pre-approval;
(e) review and approve the Corporation’s policies for the hiring of partners and employees
and former partners and employees of the external auditors;
(f)
review the annual audit plan with the external auditors;
(g) consider, assess and report to the Board with regard to the independence and
performance of the external auditors, including an evaluation of the lead partner and
consideration of rotation of such lead partner and the audit firm itself; and
(h) request and review a report by the external auditors, to be submitted at least annually,
regarding the auditing firm’s relationships with the Corporation, internal quality-control
procedures, any material issues raised by the most recent internal quality-control review,
or peer review, of the auditing firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or more
independent audits carried out by the external auditors, and any steps taken to deal with
any such issues.
3.
Internal Auditors
(a) approve the annual internal audit plan and discuss internal audit’s mandate with the head
of internal audit, including the staffing, responsibilities and budgets;
(b) obtain periodic reports from the head of internal audit regarding internal audit findings
and the Corporation’s progress in remedying any significant audit findings; and
(c)
4.
review the scope and responsibilities and effectiveness of the internal audit team, its
independence from management, its credentials, its resources and its working
relationship with the external auditors.
Accounting Systems, Internal Controls and Disclosure Controls
(a) oversee management’s design and implementation of and reporting on internal controls;
receive and review reports from management, the internal auditors and the external
auditors with regard to the reliability and effective operation of the Corporation’s
accounting system and internal controls;
(b) review with senior management the controls and procedures that have been adopted by
the Corporation to confirm that material information about the Corporation and its
subsidiaries that is required to be disclosed under applicable law or stock exchange rules
is disclosed within the required time periods;
(c)
review and discuss with management, the external auditor and internal audit compliance
with the Corporation’s Disclosure Policy by Directors, Officers and other management
personnel;
(d) review with senior management the adequacy of the internal controls that have been
adopted by the Corporation to safeguard assets from loss and unauthorized use, to
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prevent, deter and detect fraud, and to verify the accuracy of the financial records and
review any special audit steps adopted in light of material weaknesses or significant
deficiencies; and
(e) review disclosures made to the Audit Committee by the Chief Executive Officer and Chief
Financial Officer during their certification process for applicable securities law filings about
any significant deficiencies and material weaknesses in the design or operation of the
Corporation’s internal control over financial reporting which are reasonably likely to
adversely affect the Corporation’s ability to record, process, summarize and report
financial information required to be disclosed by the Corporation in the reports that it
files or submits under U.S. federal securities law or applicable Canadian federal and
provincial legislation and regulations within the required time periods, and any fraud,
whether or not material, involving management or other employees who have a
significant role in the Corporation’s internal control over financial reporting.
5.
Legal and Regulatory Requirements
(a) receive and review timely analysis by management of significant issues relating to public
disclosure and reporting;
(b) review, prior to finalization, periodic public disclosure documents containing financial
information, including the Management’s Discussion and Analysis and Annual
Information Form;
(c)
review disclosures related to the Audit Committee required to be included in the
Corporation’s continuous disclosure filings;
(d) review with the Corporation’s General Counsel legal compliance matters, significant
litigation and other legal matters that could have a significant impact on the
Corporation’s financial statements; and
(e) assist the Board in the oversight of compliance with legal and regulatory requirements.
6.
Risk Management
The Audit Committee will review the Corporation’s:
(a) processes for identifying, assessing and managing risks;
(b) major risk exposures and trends from all areas (i.e. financial, security) and management’s
implementation of risk policies and procedures to monitor and control such exposures;
(c)
business continuity plans and disaster recovery plans; and
(d) other risk management matters from time to time as the Committee may consider
appropriate or as the Board may specifically direct.
7.
Additional Responsibilities
(a) establish procedures and policies for the following:
(i)
the receipt, retention and treatment of complaints received by the Corporation
regarding accounting, internal accounting controls or auditing matters, and
(ii)
the confidential, anonymous submission by employees of the Corporation of
concerns regarding questionable accounting or auditing matters;
(b) prepare and review with the Board an annual performance evaluation of the Audit
Committee;
(c)
review earnings guidance provided to analysts and rating agencies;
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(d) periodically review with senior management the status of significant taxation matters;
(e) report regularly to the Board, including with regard to matters such as the quality or
integrity of the Corporation’s financial statements, compliance with legal or regulatory
requirements, the performance of the internal audit function, and the performance and
independence of the external auditors; and
(f)
review and reassess the adequacy of the Audit Committee’s Mandate on an annual basis.
Please see the section entitled “Audit Committee” of the Corporation’s Annual Information
Form, available at sedar.com, for additional information with respect to the Corporation’s audit
committee.
Corporate Governance Committee
Current Members:
Name
Independent
Peter C. Godsoe
Yes
Thomas I. Hull
Yes
Isabelle Marcoux
Yes
John H. Tory
Yes
Our Main Responsibilities
•
reviewing and making recommendations regarding the Board’s approach to director
independence
•
developing and, where appropriate, recommending to the Board a set of corporate
governance principles, including a code of conduct and ethics, aimed at fostering a
healthy governance culture at the Company
•
reviewing and recommending the compensation of the directors of the Company
•
satisfying itself that the Company communicates effectively with its shareholders, other
interested parties and the public through a responsive communication policy
•
facilitating the evaluation of the Board and Committees
Independence is Key
•
Our Committee is composed entirely of independent directors within the meaning of
applicable Canadian securities laws and the Company’s Director Material Relationship
Standards
•
We meet regularly without management present
•
We have the authority to engage independent advisors, paid for by the Company, to help
us make the best possible decisions on director compensation. We have hired
independent advisors since 2006
Purpose of the Corporate Governance Committee
The Corporate Governance Committee shall assist the Board of the Corporation in fulfilling its
oversight responsibilities in the following principal areas: (i) developing a set of corporate
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governance rules, including a code of conduct and ethics; (ii) reviewing and recommending the
compensation of the Corporation’s directors; (iii) facilitating the evaluation of the Board and
Committees.
Membership
The Committee shall be comprised of not less than three members of the Board, a majority of
whom shall be independent of management in accordance with applicable Canadian securities
laws and based on the Corporation’s Director Material Relationship Standards.
The Chief Executive Officer may attend each meeting of the Committee at the invitation of the
Chair.
The Committee shall have the right to appoint an outside consultant to assist it in its
deliberations. If such an appointment is made the consultant shall have the right to attend
meetings of the Committee at the invitation of the Chair.
Members of the Committee shall be appointed by the Board at the meeting of the Board
immediately following the annual general meeting of the Shareholders of the Corporation and at
subsequent meetings of the Board. Members shall serve on the Committee until the next annual
general meeting of the Shareholders of the Corporation or until his or her earlier resignation, and
can be removed by resolution of the Board.
Chair and Secretary
The Chair of the Committee shall be chosen by the Board and shall serve in that capacity until
the next annual general meeting of the Shareholders of the Corporation or until his or her earlier
resignation or removal by resolution of the Board. The Secretary of the Corporation shall be the
Secretary of the Corporate Governance Committee, provided that if the Secretary is not present,
the Chair of the meeting may appoint a secretary for the meeting with the consent of the
Corporate Governance Committee members who are present.
Meetings
The times and locations of meetings of the Corporate Governance Committee and the calling
of and procedures at such meetings, shall be determined from time to time by the Corporate
Governance Committee, in consultation with management when necessary, provided that there
shall be a minimum of two meetings per year. Subject to the notice provisions of the Articles of the
Corporation, written notice shall be provided no later than 48 hours prior to meetings, unless
waived by all members of the Committee.
Agendas for meetings of the Corporate Governance Committee shall be developed by the
Chair of the Committee in consultation with management and the corporate secretary, and shall
be circulated to Corporate Governance Committee members prior to Committee meetings. A
quorum for meetings for the Committee shall be a majority of members.
A member of the Committee may be designated as the liaison member to report on the
deliberations of the Corporate Governance Committee to the Board.
Resources and Reliance
The Committee shall have the resources and the authority appropriate to discharge its
responsibilities, including the authority to engage, at the expense of the Corporation, legal counsel
and other experts or consultants.
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Each member of the Committee shall be entitled to rely, without independent verification, on
the integrity of those persons and organizations within and outside the Corporation from whom he
or she receives information or advice and on the accuracy and completeness of the information
provided to the Committee by or on behalf of such persons or organizations, absent actual
knowledge to the contrary, which shall be reported to the Board.
Remuneration
The members of the Committee shall be entitled to receive such remuneration for acting as
members of the Corporate Governance Committee as the Board may from time to time determine.
Responsibilities
•
develop and recommend to the Board and review the Corporation’s corporate
governance practices (including Board Mandate and Code of Conduct and Ethics);
•
review and make recommendations regarding the Board’s approach to director
independence;
•
recommend to the Board the number and content of meetings, annual work plan and
schedules of issues;
•
review size of the Board, the committees of the Board and the boards and committees of
the Corporation’s affiliates;
•
review Board committees’ mandates;
•
satisfy itself that the Corporation communicates effectively with its shareholders, other
interested parties and the public through a responsive communication policy;
•
monitor policies for senior officers accepting outside directorships, minimum share
ownership for non-management directors and confidential material information
(disclosure, restricted use and insider trading);
•
assess the effectiveness of the Board as a whole and the committees of the Board;
•
provide an orientation and education program for individuals elected to the Board for the
first time; and
•
review and recommend to the Board the level and form of compensation of the Board
and of committees of the Board.
Pension Committee
Current Members(1):
Name
Independent
John H. Clappison
Yes
Alan D. Horn
No
David R. Peterson, P.C., Q.C.
Yes
Martha L. Rogers
No
Melinda M. Rogers
No
(1):
Ronald D. Besse was a committee member until April 25, 2012.
Our Main Responsibilities
•
92
to assist the Rogers Communications Partnership (the “Partnership”) and its affiliates in
the administration of the registered pension plans and related trust funds and other
funding arrangements sponsored by the Partnership and its affiliates (the “Plans”)
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•
to oversee the funding, administration, communication and investment management of
the Plans and to select and monitor the performance of all third parties performing duties
in respect of the Plans
Purpose of the Pension Committee
The Committee shall assist the Board of the Corporation in fulfilling their delegated
responsibilities in the following principal areas: (i) overseeing the funding, administration,
communication and investment management of the Plans; (ii) selecting and monitoring the
performance of all third parties performing duties in respect of the Plans; (iii) approving
amendments to the Plans; (iv) adopting amendment of any statement of investment policies and
procedures (the “SIP&P”); and (v) reviewing reports prepared in respect of the administration of the
Plans and unaudited financial statements for the Plans.
Membership
The Committee shall be comprised of not less than three members of the Board and the
number of members may be increased or decreased from time to time as may be determined by
resolution of the Board. Members of the Committee shall be appointed by the Board at the
meeting of the Board immediately following the annual general meeting of the Shareholders of the
Corporation and at subsequent meetings of the Board. Members shall serve on the Committee
until the next annual general meeting of the Shareholders of the Corporation or until his or her
earlier resignation, and can be removed by resolution of the Board.
The Chief Executive Officer may attend each meeting of the Committee at the invitation of the
Chair of the Committee (the “Chair”).
The Committee shall have the right to appoint outside consultants to assist in its deliberations.
If such an appointment is made the consultant shall have the right to attend meetings of the
Committee at the invitation of the Chair.
Chair and Secretary
The Chair shall be chosen by the Board and shall serve in that capacity until the next annual
general meeting of the Shareholders of the Corporation or until his or her earlier resignation or
removal by resolution of the Board. The Secretary of the Corporation shall be the Secretary of the
Committee, provided that if the Secretary is not present, the Chair of the meeting may appoint a
secretary for the meeting with the consent of the Committee members who are present.
Meetings
The times and locations of meetings of the Committee and the calling of and procedures at
such meetings, shall be determined from time to time by the Committee, in consultation with
management when necessary. Subject to the notice provisions of the articles of incorporation of
the Corporation, written notice shall be provided no later than 48 hours prior to meetings, unless
waived by all members of the Committee.
Agendas for meetings of the Committee shall be developed by the Chair in consultation with
management and the corporate secretary, and shall be circulated to Committee members prior to
Committee meetings. A quorum for meetings for the Committee shall be a majority of members.
A member of the Committee may be designated as the liaison member to report on the
deliberations of the Committee to the Board.
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Resources and Reliance
The Committee shall have the resources and the authority appropriate to discharge its
responsibilities, including the authority to engage, at the expense of the Partnership and its
affiliates, outside auditors, counsel and other experts or consultants.
Each member of the Committee shall be entitled to rely, without independent verification, on
the integrity of those persons and organizations within and outside the Partnership and its affiliates
from whom he or she receives information or advice and on the accuracy and completeness of the
financial and other information provided to the Committee by or on behalf of such persons or
organizations, absent actual knowledge to the contrary, which shall be reported to the Board.
Remuneration
The members of the Committee shall be entitled to receive such remuneration for acting as
members of the Committee as the Board may from time to time determine.
Affiliates of the Corporation Participating in the Plans
The Partnership and certain of its affiliates are the sponsors and administrators of the Plans. By
resolution of their boards of directors and/or pursuant to an amended and restated agency
agreement between the Partnership and certain of its affiliates effective July 1, 2010, the
Partnership and these affiliates have delegated the authority and responsibility to administer the
Plans to the Board and Committee as described below.
Responsibilities of the Board of Directors
The Board has overall responsibility for the prudent administration of the Plans, including,
without limitation, the following specific powers, duties and responsibilities in respect of the Plans:
a.
assessing the governance structure of the Plans;
b.
approving the mandate of the Committee and appoints its members;
c.
approving the adoption of and wind-up of any Plan with active members;
d.
approving any Plan amendments that significantly alter plan liabilities or that reflect
changes in company policy towards retirement benefits;
e.
receiving reports prepared by the Committee in respect of the administration of the Plans;
and
f.
approving of any funding strategy for the Plans which departs from that recommended
by the Plans’ actuarial advisors.
Responsibilities of the Pension Committee
The Committee has the following specific powers, duties and responsibilities in respect of the
Plans:
a.
monitoring and overseeing the administration of the Plans, including duties and
responsibilities assigned to certain employees of the Partnership and its affiliates, the funding
agents of the Plans, investment managers and other actuarial and financial advisors retained
by the Partnership, as follows:
i.
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reviewing and approving, where applicable, reports, statements and valuations required
under the Plans pertaining to administration, investment policy and performance and
funded status of the Plans,
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ii.
monitoring new developments and applicable law with respect to the Plans and
compliance with requirements of applicable federal and provincial legislation, rules, and
regulations with respect to reporting, filing and registration,
iii.
monitoring the appropriateness of Plan design and the provision of relevant information
to the members of the Plans,
iv.
approving the appointment and remuneration and oversee the performance of: the
investment manager(s), funding agents, auditors and other agents and advisors appointed
in respect of the Plans,
v.
ensuring that contracts, agreements and mandates, where appropriate, are signed and in
place with the investment managers, funding agents and other agents and advisors in
respect of the administration of the Plans, and
vi.
overseeing the investment philosophy, policies and strategies of the investment
manager(s) of the Plans. This includes reviews with the investment manager(s) of the
investment performance of the funds of the Plans with the assistance of such
independent investment review services as the Committee deems appropriate;
b.
approving amendments to the Plans and related funding/trust agreements not within the
exclusive authority of the Board set out above, provided that the Committee advises the Board
of all such amendments approved by the Committee;
c.
adopting annual or more frequent review of and amendment of any SIP&P;
d.
reviewing annual or more frequent reports prepared in respect of the administration of the
Plans by officers of the Partnership, the auditors to the Plans and other agents and advisors;
e.
receiving, reviewing and approving audited and unaudited financial statements for the Plans;
f.
reporting to the Board and to the boards of the affiliates listed in Schedule B on the above
matters and on other matters deemed material by the Committee; and
g.
performing such other duties and responsibilities as are delegated to it by the Board from time
to time.
Standard of Care
Each member of the Board and Committee shall act with the care diligence and skill that a
person of ordinary prudence would exercise in dealing with the property of another person and
shall use all relevant knowledge and skill that a member of the Board or member of the Committee
possesses or ought to possess as a member of the Board or the Committee.
Compliance with Plans and Law
In fulfilling their duties, the Board and the Committee shall act in a manner which is consistent
in all material respects with the terms of the Plans, the terms of any funding/trust agreements
associated with the Plans, the terms of any applicable collective agreement and all applicable and
relevant legislation, including the federal Pension Benefits Standards Act, 1985 (pursuant to which
all the Plans are currently registered) and all applicable provincial pension benefits standards
legislation and all regulations thereunder, as amended from time to time.
Executive Committee
Current Members:
Name
Independent
Peter C. Godsoe
Yes
Alan D. Horn
No
Thomas I. Hull
Yes
Edward S. Rogers
No
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Our Main Responsibilities
•
to approve the final terms of transactions previously approved by the Board
•
to monitor the implementation of policy initiatives adopted by the Board
Purpose of the Executive Committee
Subject to the Business Corporations Act (British Columbia) and the articles of the
Corporation, the Executive Committee shall possess and may exercise all the powers, authorities
and discretions vested in or exercisable by the Board of the Corporation.
Membership
The Committee shall be comprised of not less than three members of the Board and the
number of members may be increased or decreased from time to time as may be determined by
resolution of the Board. Members of the Committee shall be appointed by the Board at the
meeting of the Board immediately following the annual general meeting of the Shareholders of the
Corporation and at subsequent meetings of the Board. Members shall serve on the Committee
until the next annual general meeting of the Shareholders of the Corporation or until his or her
earlier resignation, and can be removed by resolution of the Board.
The Committee shall have the right to appoint an outside consultant to assist in its
deliberations. If such an appointment is made, the consultant shall have the right to attend
meetings of the Committee at the invitation of the Chair.
Chair and Secretary
The Chair of the Committee shall be chosen by the Board and shall serve in that capacity until
the next annual general meeting of the Shareholders of the Corporation or until his or her earlier
resignation or removal by resolution of the Board. The Secretary of the Corporation shall be the
Secretary of the Executive Committee, provided that if the Secretary is not present, the Chair of the
meeting may appoint a secretary for the meeting with the consent of the Executive Committee
members who are present.
Meetings
The times and locations of meetings of the Executive Committee and the calling of and
procedures at such meetings, shall be determined from time to time by the Executive Committee,
in consultation with management when necessary. Subject to the notice provisions of the Articles
of the Corporation, written notice shall be provided no later than 48 hours prior to meetings,
unless waived by all members of the Committee.
Agendas for meetings of the Executive Committee shall be developed by the Chair of the
Committee in consultation with management and the corporate secretary, and shall be circulated
to Executive Committee members prior to Committee meetings. A quorum for meetings for the
Committee shall be a majority of members.
A member of the Committee may be designated as the liaison member to report on the
deliberations of the Executive Committee to the Board.
Resources and Reliance
The Committee shall have the resources and the authority appropriate to discharge its
responsibilities, including the authority to engage, at the expense of the Corporation, outside
auditors, counsel and other experts or consultants.
Each member of the Committee shall be entitled to rely, without independent verification, on
the integrity of those persons and organizations within and outside the Corporation from whom he
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or she receives information or advice and on the accuracy and completeness of the financial and
other information provided to the Committee by or on behalf of such persons or organizations,
absent actual knowledge to the contrary, which shall be reported to the Board.
Remuneration
The members of the Committee shall be entitled to receive such remuneration for acting as
members of the Executive Committee as the Board may from time to time determine.
Responsibilities
In addition to any other duties and responsibilities assigned to it from time to time by the
Board, the Committee shall, when the Board is not in session, have full power to supervise the
management of the business and affairs of the Corporation and shall have, and may exercise, all or
any of the powers vested in and exercisable by the Board, subject only to applicable law.
The responsibilities of the Executive Committee shall include those listed below, where
requested by the Board. The enumerated responsibilities are not meant to restrict the Executive
Committee from examining any matters related to its purpose:
a.
to approve the final terms of transactions previously approved by the Board; and
b.
to monitor the implementation of policy initiatives adopted by the Board
Finance Committee
Current Members:
Name
Independent
C. William D. Birchall
Yes
Peter C. Godsoe
Yes
Alan D. Horn
No
Thomas I. Hull
Yes
Edward S. Rogers
No
Melinda M. Rogers
No
Charles Sirois
Yes
Our Main Responsibilities
•
reviewing and reporting to the Board or a committee of the Board on certain matters,
including:
—
financings (including share issuances)
—
transactions not budgeted, outside the ordinary course of business and involving
more than $50 million
—
alliance, branding, license, partnership and joint venture arrangements involving
more than $50 million
—
granting or assuming rights of first negotiation, first offer or first refusal involving
Company property or assets exceeding $50 million
—
granting or assuming obligations with respect to any non-competition covenant or
exclusivity undertaking involving property, assets or revenues exceeding $50 million
and for a term in excess of two years
—
consider candidates for appointment of Chief Financial Officer and Audit Committee
Chair of the Company and its subsidiaries, as applicable
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Purpose of the Finance Committee
The Finance Committee shall assist the Board of the Corporation in fulfilling its oversight
responsibilities in the following principal areas: (i) financings (including share issuances);
(ii) unbudgeted transactions, alliance branding, license, partnership or joint venture arrangements;
and (iii) considering candidates for the appointment of Chief Financial Officer and Audit
Committee Chair of the Corporation and its subsidiaries, as applicable.
Membership
The Committee shall be comprised of not less than three members of the Board and the
number of members may be increased or decreased from time to time as may be determined by
resolution of the Board. Members of the Committee shall be appointed by the Board at the
meeting of the Board immediately following the annual general meeting of the Shareholders of the
Corporation and at subsequent meetings of the Board. Members shall serve on the Committee
until the next annual general meeting of the Shareholders of the Corporation or until his or her
earlier resignation, and can be removed by resolution of the Board.
The Committee shall have the right to appoint an outside consultant to assist it in its
deliberations. If such an appointment is made the consultant shall have the right to attend
meetings of the Committee at the invitation of the Chair.
Chair and Secretary
The Chair of the Committee shall be chosen by the Board and shall serve in that capacity until
the next annual general meeting of the Shareholders of the Corporation or until his or her earlier
resignation or removal by resolution of the Board. The Secretary of the Corporation shall be the
Secretary of the Finance Committee, provided that if the Secretary is not present, the Chair of the
meeting may appoint a secretary for the meeting with the consent of the Finance Committee
members who are present.
Meetings
The times and locations of meetings of the Finance Committee and the calling of and
procedures at such meetings, shall be determined from time to time by the Finance Committee, in
consultation with management when necessary, provided that there shall be a minimum of two
meetings per year. Subject to the notice provisions of the Articles of the Corporation, written
notice shall be provided no later than 48 hours prior to meetings, unless waived by all members of
the Committee.
Agendas for meetings of the Finance Committee shall be developed by the Chair of the
Committee in consultation with management and the corporate secretary, and shall be circulated
to Finance Committee members prior to Committee meetings. A quorum for meetings for the
Committee shall be a majority of members.
A member of the Committee may be designated as the liaison member to report on the
deliberations of the Committee to the Board.
Resources and Reliance
The Committee shall have the resources and the authority appropriate to discharge its
responsibilities, including the authority to engage, at the expense of the Corporation, outside
auditors, legal counsel and other experts or consultants.
Each member of the Committee shall be entitled to rely, without independent verification, on
the integrity of those persons and organizations within and outside the Corporation from whom he
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or she receives information or advice and on the accuracy and completeness of the financial and
other information provided to the Committee by or on behalf of such persons or organizations,
absent actual knowledge to the contrary, which shall be reported to the Board.
Remuneration
The members of the Committee shall be entitled to receive such remuneration for acting as
members of the Finance Committee as the Board may from time to time determine.
Responsibilities
Without derogating from the duties, rights and prerogatives of the Board, the responsibility of
the Committee shall be to review and report to the Board or any other committee of the Board on
the following matters prior to their submission to the Board or to any other committee of the
Board or the filing of any document required to implement any such matter with any governmental
or regulatory authority. The Committee will endeavour to report to the Board or any other
committee of the Board on any matter referred to it within 14 business days.
•
Financings (including the issuance of shares or rights to convert or exchange into or
acquire shares, other than employee share options or employee share purchase plans
approved by the Board or the Compensation Committee), credit facilities, the creation,
incurrance or assumption of borrowings from third parties and the granting or
assumption of guarantees, commitments or support agreements, contingent or otherwise
(including the refinancing, refunding, extension, amendment, restructuring, novation or
regranting of any of the foregoing, whether currently existing or hereafter incurred), the
acceleration or prepayment of debt and the acquisition, redemption or repurchase of
securities of the Corporation or any subsidiary;
•
Transactions (other than transactions solely between the Corporation and its subsidiaries
or between subsidiaries of the Corporation) that are not within the annual business plan
and budget as approved by the Board and which provide for acquisitions, dispositions,
exchanges or leases of property or assets of the Corporation or any subsidiary contingent
or otherwise (including without limitation a put right), outside of the ordinary course of
business, or for investments and loans by the Corporation or any subsidiary, in each case
of more than $50 million in the aggregate by one or a series of transactions;
•
The engagement of financial, investment or similar advisors by the Corporation or any of
its subsidiaries in connection with transactions with a value in excess of $100 million;
•
Alliance, branding, licence, relationship, joint venture and partnership agreements
involving liabilities or commitments, actual or contingent, by the Corporation or any of its
subsidiaries (the Rogers Companies) in excess of $50 million in the aggregate by one or a
series of transactions;
•
The grant or assumption of rights of first negotiation, first offer or first refusal, contingent
or otherwise, (other than between Rogers Companies) in respect of any property or asset
of any Rogers company that has an estimated fair market value in excess of $50 million;
•
The grant of rights or assumption of obligations by any Rogers company of any noncompetition covenant or exclusivity undertaking in favour of any person (other than a
Rogers company) which is for a term in excess of two years and is in respect of a line of
business that had revenues of at least $50 million in the most recent fiscal year or is in
respect of the supply of products or service that involves estimated expenditures of over
$50 million in the aggregate by one or a series of transactions; and
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•
Candidates for appointment as the Chief Financial Officer and Chair of the Audit
Committee of any Rogers company.
The Board may from time to time delegate additional responsibilities to the Committee.
Nominating Committee
Current Members:
Name
Independent
C. William D. Birchall
Yes
Peter C. Godsoe
Yes
Edward S. Rogers
No
Melinda M. Rogers
No
John H. Tory
Yes
Our Main Responsibilities
•
review, consider and/or initiate proposals for nomination of directors to the Board and the
board of directors of our wholly owned subsidiaries
•
interview proposed nominees, where appropriate
•
assess incumbent directors for re-nomination to the Board
•
establish criteria for and recommend prospective members for our and our affiliates’
boards
Purpose of the Nominating Committee
The Nominating Committee shall assist the Board of the Corporation in fulfilling its oversight
responsibilities in the following principal areas: (i) review and consider proposals for nomination of
directors to the Board; and (ii) assess incumbent directors for re-nomination to the board.
Membership
The Committee shall be comprised of not less than three members of the Board, a majority of
whom shall be independent of management in accordance with applicable Canadian securities
laws and based on the Corporation’s Director Material Relationship Standards.
The Chief Executive Officer may attend each meeting of the Committee at the invitation of the
Chair.
The Committee shall have the right to appoint an outside consultant to assist it in its
deliberations. If such an appointment is made the consultant shall have the right to attend
meetings of the Committee at the invitation of the Chair.
Members of the Committee shall be appointed by the Board at the meeting of the Board
immediately following the annual general meeting of the Shareholders of the Corporation and at
subsequent meetings of the Board. Members shall serve on the Committee until the next annual
general meeting of the Shareholders of the Corporation or until his or her earlier resignation, and
can be removed by resolution of the Board.
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Chair and Secretary
The Chair of the Committee shall be chosen by the Board and shall serve in that capacity until
the next annual general meeting of the Shareholders of the Corporation or until his or her earlier
resignation or removal by resolution of the Board. The Secretary of the Corporation shall be the
Secretary of the Nominating Committee, provided that if the Secretary is not present, the Chair of
the meeting may appoint a secretary for the meeting with the consent of the Nominating
Committee members who are present.
Meetings
The times and locations of meetings of the Nominating Committee and the calling of and
procedures at such meetings, shall be determined from time to time by the Nominating
Committee, in consultation with management when necessary, provided that there shall be a
minimum of two meetings per year. Subject to the notice provisions of the Articles of the
Corporation, written notice shall be provided no later than 48 hours prior to meetings, unless
waived by all members of the Committee.
Agendas for meetings of the Nominating Committee shall be developed by the Chair of the
Committee in consultation with management and the corporate secretary, and shall be circulated
to Nominating Committee members prior to Committee meetings. A quorum for meetings for the
Committee shall be a majority of members.
A member of the Committee may be designated as the liaison member to report on the
deliberations of the Nominating Committee to the Board.
Resources and Reliance
The Committee shall have the resources and the authority appropriate to discharge its
responsibilities, including the authority to engage, at the expense of the Corporation, outside legal
counsel and other experts or consultants.
Each member of the Committee shall be entitled to rely, without independent verification, on
the integrity of those persons and organizations within and outside the Corporation from whom he
or she receives information or advice and on the accuracy and completeness of the financial and
other information provided to the Committee by or on behalf of such persons or organizations,
absent actual knowledge to the contrary, which shall be reported to the Board.
Remuneration
The members of the Committee shall be entitled to receive such remuneration for acting as
members of the Nominating Committee as the Board may from time to time determine.
Responsibilities
The responsibilities of the Nominating Committee shall include those listed below. The
enumerated responsibilities are not meant to restrict the Nominating Committee from examining
any matters related to its purpose:
•
receive and/or initiate proposals for nomination of individuals for election to the Board
and to the boards of directors of the wholly-owned subsidiaries of the Corporation, and
to review and consider such proposals;
•
where appropriate, interview proposed nominees;
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•
assess incumbent directors for re-nomination to the Board and/or committees of the
Board;
•
establish criteria for prospective members of the Board and/or committees of the Board
and the boards of the Corporation’s affiliates;
•
recommend, in a timely fashion, to the Board and to the boards of wholly-owned
subsidiaries the names of individuals to be nominated for election as members of the
Board, members of Board committees and members of the boards of wholly-owned
subsidiaries, respectively; and
•
consider and make recommendations for individuals to be nominated for election as
members of the boards of directors of corporations that are not wholly-owned and in
which the Corporation may have a controlling or significant interest.
Compensation Committee
Current Members:(1)
Name
Independent
Peter C. Godsoe
Yes
Thomas I. Hull
Yes
Isabelle Marcoux
Yes
John H. Tory
Yes
(1) William T. Schleyer was a committee member until he resigned from the Board on January 21, 2013.
Our Main Responsibilities
•
review, approve and, as applicable, recommend for Board approval, our executive
compensation and severance policies;
•
review the Corporation’s compensation and benefit programs (design and
competitiveness) and senior executive’s management development and succession
planning;
•
set performance objectives for the CEO, which encourage the Corporation’s long-term
financial success and regularly measure the CEO’s performance against these objectives;
•
determine, in consultation with independent advisors who help us set competitive
compensation that meets the Corporation’s hiring, retention and performance objectives,
the recommended compensation for the following positions:
(i)
the CEO;
(ii)
all employees of the Corporation and its affiliates, subject to certain limitations listed
below;
(iii) the Named Executive Officers (as defined below);
(iv) all officers reporting to the CEO and certain other senior officers; and
(v)
•
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Family Members of the above employees employed by the Corporation and its
affiliates.
produce a report on executive compensation for the benefit of shareholders, which is
published in the Corporation’s annual proxy circular, and review, as appropriate, any
other material public disclosures concerning executive compensation.
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Independence
•
Our Committee is composed of a majority of independent directors within the meaning
of applicable Canadian securities laws and the Corporation’s Director Material
Relationship Standards.
•
We meet regularly without management present.
•
We have the authority to engage independent advisors, paid for by the Corporation, to
help us make the best possible decisions on executive compensation. We have hired
independent advisors since 2006.
Purpose of the Compensation Committee
The Compensation Committee shall review, approve and, if applicable, recommend the
Corporation’s executive compensation and severance policies to ensure that such policies are
designed to provide the Chief Executive Officer and the employees of the Corporation and its
subsidiaries with fair and competitive compensation. The Committee shall oversee the
administration of the Corporation’s Stock Option Plans, Employee Share Accumulation Plans, other
long-term incentives, and any other compensation program. In addition the Committee shall
review Corporation’s the human resources development, succession planning and performance
evaluation programs and make recommendations to ensure that such programs are established
and operating effectively.
Membership
The Committee shall be comprised of not less than three members of the Board, a majority of
whom shall be independent of management in accordance with applicable Canadian securities
laws and based on the Corporation’s Director Material Relationship Standards.
The Chief Executive Officer may attend each meeting of the Committee at the invitation of the
Chair.
The Committee shall have the right to appoint an outside compensation consultant to assist it
in its deliberations. If such an appointment is made the consultant shall have the right to attend
meetings of the Committee at the invitation of the Chair.
Members of the Committee shall be appointed by the Board at the meeting of the Board
immediately following the annual general meeting of the Shareholders of the Corporation and at
subsequent meetings of the Board. Members shall serve on the Committee until the next annual
general meeting of the Shareholders of the Corporation or until his or her earlier resignation, and
can be removed by resolution of the Board.
Chair and Secretary
The Chair of the Committee shall be chosen by the Board and shall serve in that capacity until
the next annual general meeting of the Shareholders of the Corporation or until his or her earlier
resignation or removal by resolution of the Board. The Secretary of the Corporation shall be the
Secretary of the Compensation Committee, provided that if the Secretary is not present, the Chair
of the meeting may appoint a secretary for the meeting with the consent of the Compensation
Committee members who are present.
Meetings
The times and locations of meetings of the Compensation Committee and the calling of and
procedures at such meetings, shall be determined from time to time by the Compensation
Committee, in consultation with management when necessary, provided that there shall be a
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minimum of two meetings per year. Subject to the notice provisions of the Articles of the
Corporation, written notice shall be provided no later than 48 hours prior to meetings, unless
waived by all members of the Committee.
Agendas for meetings of the Compensation Committee shall be developed by the Chair of the
Committee in consultation with management and the corporate secretary, and shall be circulated
to Compensation Committee members prior to Committee meetings. A quorum for meetings for
the Committee shall be a majority of members.
A member of the Committee may be designated as the liaison member to report on the
deliberations of the Compensation Committee to the Board.
Resources and Reliance
The Committee shall have the resources and the authority appropriate to discharge its
responsibilities, including the authority to engage, at the expense of the Corporation, outside
auditors, legal counsel and other experts or consultants.
Each member of the Committee shall be entitled to rely, without independent verification, on
the integrity of those persons and organizations within and outside the Corporation from whom he
or she receives information or advice and on the accuracy and completeness of the financial and
other information provided to the Committee by or on behalf of such persons or organizations,
absent actual knowledge to the contrary, which shall be reported to the Board.
Remuneration
The members of the Committee shall be entitled to receive such remuneration for acting as
members of the Compensation Committee as the Board may from time to time determine.
Responsibilities
The specific responsibilities of the Compensation Committee shall include those listed below.
The enumerated responsibilities are not meant to restrict the Compensation Committee from
considering, approving and making recommendations regarding any matters related to its purpose.
1.
To review and, as appropriate, approve any changes to the Corporation’s compensation
policies and programmes including short-term incentive plans, long-term incentive plans,
benefit plans, perquisite plans and pension plans. With respect to the Corporation’s short-term
and long-term incentive plans, this review includes an assessment of their impact on risktaking to ensure the plans do not incent risk-taking beyond the Corporation’s risk tolerance.
2.
To review and, as appropriate, recommend for Board approval the terms of employment and
compensation arrangements for the Chief Executive Officer. With respect to the Chief
Executive Officer, the Committee will at least annually:
3.
i)
Establish performance goals and corresponding incentive compensation award levels
ii)
Review actual performance against established goals
iii)
Review and as appropriate, recommend for Board approval, incentive compensation
awards.
To review, based on the recommendations of the Chief Executive Officer, and approve, the
level of all forms of compensation to be paid to:
i)
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Named Executive Officers (as defined under applicable Canadian securities laws),
excluding the Chief Executive Officer, for the Corporation and its affiliates;
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ii)
All Officers reporting to the Chief Executive Officer and all Officers at the E1 and E2 level;
iii)
Family Members of the employees in (i) and (ii) above, who are employed by the
Corporation and its affiliates. “Family Members” means, with respect to a Subject
Employee (the individuals referred to in terms (i) and (ii) being collectively referred to as
the “Subject Employees”), a person’s spouse, parents, children, siblings, mothers-in-law
and fathers-in-law, sons and daughters-in-laws, brothers and sisters-in-law, and anyone
who shares such person’s home; and
iv)
executives at the E3, E4 and E5 level, to the extent there is a deviation from the approved
Executive Compensation Policies and Procedures.
4.
To review and approve, the performance objectives, and corresponding payout levels under
approved incentive plans for Subject Employees, excluding, for greater certainty, the Chief
Executive Officer.
5.
To consider and, as appropriate, approve a pool of long-term incentive awards, consistent in
terms with the Corporation’s approved plans, that are available for grant at the discretion of
the CEO, subject to the following limitations which are set by the Committee on an annual
basis: (i) the maximum number of shares that may be granted under awards to participants
within defined salary bands, and (ii) the maximum percentage of the total awards per annum
granted to certain groups of individuals (i.e. Named Executive Officers, Key Executives and
other participants).
6.
To review and, as appropriate, approve the Corporation’s standard severance policy, as well as
the terms of any severance provision or settlement being contemplated for a current or
prospective employee that is included in the group of employees included under the
definitions of Subject Employee or Family Member. The Committee is also responsible to
review and approve, as appropriate, the terms of severance or any settlement with executives
at the E3, E4 and E5 levels, where the severance terms exceed the severance pursuant to the
approved Executive Compensation Policies and Procedures.
7.
To monitor the administration of the Corporation’s long-term incentive plans and Employee
share accumulation plans, including the approval of grants of options, share units or other
long-term incentives to employees based on the recommendation of the Chief Executive
Officer and to ensure that all grants are made in accordance with the terms of the
Corporation’s approved Executive Compensation Policies and Procedures.
8.
To review and approve the executive compensation sections of the Corporation’s annual proxy
circular and other public filings.
9.
On an annual basis, to review and approve the Corporation’s succession and management
development plans, with respect to those roles currently occupied by Subject Employees.
10. Conduct an annual review of the Committee’s mandate and performance.
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SHAREHOLDER
INFORMATION
AND INQUIRIES
SHAREHOLDER SERVICES
If you are a shareholder and have inquiries
regarding your account, wish to change your
name or address, or have questions about lost
stock certificates, share transfers or dividends,
please contact our Transfer Agent and Registrar:
CORPORATE HEADQUARTERS
CIBC Mellon Trust Company
Rogers Communications Inc.
333 Bloor Street East, 10th Floor
Toronto, Ontario, Canada M4W 1G9
416-935-7777 or rogers.com
c/o: Canadian Stock Transfer Company Inc.
P.O. Box 700
Postal Station B
Montreal, QC
H3B 3K3
[email protected] or 1-800-387-0825
CUSTOMER SERVICE
888-764-3771 or rogers.com/support
Multiple Mailings: If you receive duplicate
shareholder mailings from RCI, please contact
Canadian Stock Transfer Company as detailed
above to consolidate your holdings.
Investor Relations
Institutional investors, security analysts and others
requiring
additional
financial
information
can visit rogers.com/investors or contact:
[email protected] or 416-935-3522.
For media inquiries: 416-935-7777.
On-line Information
RCI is committed to open and full financial disclosure and best practices in corporate governance.
We invite you to visit rogers.com/investors where you will find additional information about our
business including events and presentations, news releases, regulatory filings, governance practices
and our continuous disclosure materials including quarterly financial releases, Annual Information
Forms and Management Information Circulars. You may also subscribe to our news by e-mail or
RSS feeds to automatically receive RCI’s news releases electronically.
Dividend Reinvestment Plan (“DRIP”)
Canadian Stock Transfer Company administers a dividend reinvestment program for eligible RCI
shareholders. To request plan materials or learn more about RCI’s DRIP, please visit
www.canstockta.com/issuersOfferDRIPS.do, or contact Canadian Stock Transfer Company Inc.
as detailed earlier on this page.
Electronic Delivery of Shareholder Materials
Registered shareholders can receive electronic notice of financial statements and proxy materials
and utilize the Internet to submit proxies on-line by registering at canstockta.com/
electronicdelivery. This approach gets information to shareholders more quickly than
conventional mail and helps RCI protect the environment and reduce printing and postage costs.
This information circular is printed on FSC® certified paper. The fibre used in the
manufacture of the stock, comes from well managed forests, controlled sources and
recycled wood or fibre. This information circular is fully recyclable.
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