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Jun 13, 2022

What's next for Rogers board and Rogers Control Trust after death of Loretta Rogers

Lack of suitable players makes Rogers-Shaw deal tricky: telecom industry expert

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After the death of Rogers family matriarch Loretta Rogers this past weekend, one corporate governance expert said Monday that it would be wise for Rogers Communications Inc. to wait until its $26-billion deal with Shaw Communications Inc. closes before making any decisions on who will take her spot. 

Richard LeBlanc, professor of governance and law at York University, said the company should take a "deliberative, slow and thoughtful" approach when deciding how to fill Loretta Rogers' seats on the company's board and on the advisory committee of the Rogers Control Trust.

The Rogers Control Trust, which consists largely of Rogers family members, is an entity that holds voting control of the company and determines who makes up the corporate board of directors.

With a July 31 deadline for the Rogers-Shaw transaction, LeBlanc said it is crucial for the company to keep its eye on the ball: the takeover.

He said the company should avoid getting into another governance spat similar to the dramatic and very public family power struggle that played out last year and began when son and corporate chair Edward Rogers attempted to oust then chief executive Joe Natale.

Loretta Rogers was one of several family members at the centre of that squabble. She had initially supported her son's push to replace Natale but later said she was misled about his reasons for wanting to remove him, changing her position.

When it comes time to decide on next steps for the board and trust, LeBlanc said he expects Loretta Rogers' spots to be filled by the same person, "ideally" an independent director unrelated to the family or a family member who has the confidence of both factions of the Rogers family.

He added that Edward Rogers appointing a family member that is loyal specifically to him "can't be ruled out" as a possibility, although he believes it is less likely.

"There’s a professional way to replace directors and it’s not by elbowing or immediate reaction, it’s by consensus and taking a professional view," LeBlanc said. "I think it’s an opportunity for Rogers to demonstrate good governance."

Globalive Capital's Anthony Lacavera, whose company wants to buy Freedom Mobile – the Shaw-owned wireless carrier he originally founded that Rogers intends on divesting as part of the transaction – said in an interview Monday he that he doesn't believe Loretta Rogers' death will alter the company's deal strategy.

"I have no doubt the children are going to continue her legacy and take the business to the next level and Edward at the helm will do that," he said.

Loretta Rogers was the widow of company founder Ted Rogers, who died in 2008, and played a big role in building the business.