Rogers Communications won’t appeal B.C. court ruling on board fight

Rogers Communications Inc. says it won’t appeal a British Columbia Supreme Court ruling that upheld Edward Rogers’ reconstituted board of directors.

The company released a statement on the decision late Sunday.

The son of the company’s founder used his authority as head of the family trust — which holds 97.5 per cent of voting shares — to replace several board members with his own hand-picked directors after he was ousted as chair.

#Breaking
Rogers Communications announces it will not seek an appeal of Friday's ruling by the B.C Supreme Court that upheld Edward Rogers' reconstituted board of directors.
Source: Company Statement/The Canadian Press

— mike eppel (@eppman) November 8, 2021

 His new board then re-elected him to its helm.

Edward Rogers’ mother and two sisters, who are also board members, opposed the moves, saying they went against the company’s governance practices.

He took the case to the Supreme Court in B.C., where the company is incorporated.

Justice Shelley Fitzpatrick on Friday affirmed Edward Rogers’ authority to make changes to the board without holding a shareholder meeting.

A lawyer representing Rogers’ mother and two sisters had argued the independent decision went against the company’s governance practices and the wishes of the late Ted Rogers.

Martha Rogers put out a statement on Twitter expressing disappointment in the court’s ruling and calling it “a black eye for good governance and shareholder rights.”

She says the decision sets a dangerous precedent by allowing independent directors of corporations to be removed with “the stroke of a pen.”

Edward Rogers was able to fire the directors because of the dual-class share structure at the company founded by his father. That structure sees the family trust he chairs controlling the vast majority of voting shares, while institutions and average shareholders hold non-voting shares.

The dual-class structure is something the Canadian Coalition for Good Governance has long been pushing to change.

An expedited appeal against Friday’s court ruling is expected to be filed sometime next week.

Rogers is the parent company of this website and radio station.