Report: Rogers Communications matriarch says son misled her on CEO's performance

Rogers Communications has not recognized Edward Rogers’ appointments to the company's board of directors this weekend. | Image Courtesy Rogers Communications

The wife of late Rogers Communications Inc. founder Ted Rogers has issued a statement to Globe and Mail, explaining her decision to reverse course on her son Edward’s plan to ouster CEO Joe Natale, a report says.

The report said Loretta Rogers, who is siding with her daughters Melinda Rogers-Hixon and Martha Rogers in their dispute with Edward over who is in control of Rogers Communications’ board of directors, told the Canadian publication that she was initially misled by her son about Natale’s performance as CEO.

Edward Rogers said in a court affidavit filed Tuesday in B.C. Supreme Court that he had discussed Natale’s removal with Loretta Rogers and Martha Rogers as early as last month, and both his mother and sister had supported his decision to replace Natale with CFO Tony Staffieri at a Sept. 22 board meeting.

However, the latest report said Loretta Rogers felt she was not given the “full, complete and accurate” data on Natale’s performance by Edward Rogers and fellow board member Alan Horn prior to the Sept. 22 meeting. She noted that, once she “was able to confer with independents,” she gained a fuller understanding of the situation and reversed course.

The report added that Loretta Rogers, Martha Rogers and Melinda Rogers-Hixon all fully support keeping Natale at the helm as Rogers Communications CEO. That conforms to a statement issued by the company Saturday, stating the firm "unequivocally support Joe Natale as CEO and support his management team" while emphasizing that "no other group of individuals has any authority to purport to act as the Board of Directors of Rogers Communications Inc."

Edward Rogers is filing a petition in B.C. Supreme Court to order Rogers Communications to comply with his re-election as company board chair this past Sunday – as well as his naming of five new directors and the removal of five directors opposing his decision on Natale.

The case affidavit says that, following a change of heart by other members of the Rogers family at a Sept. 29 meeting, Rogers Communications’ board voted (without Edward Rogers) to keep Natale and fire Staffieri instead. When Edward Rogers opposed the move, another board meeting took place on Oct. 21 where he was voted out as Rogers Communications’ board chair – replaced by John A. MacDonald.

In response, Edward Rogers – who maintained his position as the chair of the Rogers family trust that controls the company’s voting shares – cited articles in the B.C. Business Corporations Act allowing him to make changes to Rogers Communications’ board without holding a shareholders’ meeting. He then dismissed five board members (including MacDonald) and replaced them with five new directors, then held a meeting where he was voted back in as chair of Rogers Communications’ board.

Rogers Communications has not recognized Edward Rogers’ moves to this point. As of Tuesday, the company’s website continues to list the five directors Edward Rogers dismissed as board members – including MacDonald.

The situation, which essentially created two competing boards claiming control over Canada’s largest telecom company, has send Rogers Communications shares dramatically lower this week – and analysts say there is now concern the high-profile case may affect the company’s $26-billion acquisition of Shaw Communications announced in March. That deal remains under regulatory assessment.