Advisors discourage Rogers investors from supporting heir as chair
Not enough women on company's board, firms say
Rogers Communications Inc. investors shouldn't vote in favour of the reappointment of chairman Edward Rogers because there aren't enough women on the telecommunications company's board, two proxy advisory firms said.
Only three of 14 directors on this year's director slate are women — short of the minimum target of 30 per cent set by proxy advisory firms Institutional Shareholder Services Inc. (ISS) and Glass Lewis & Co.
In January, Martha Rogers and Melinda Rogers-hixon stepped down from the board as part of a settlement to a long-running feud with Edward Rogers. The three are the children of late founder Ted Rogers; Edward holds sway over the company, which is Canada's largest wireless provider and owns extensive cable television and sports assets.
Glass Lewis said shareholders should withhold their votes for three other directors as well as Rogers: Trevor English, Robert Gemmell and David Robinson. ISS advised withholding votes for English and real estate magnate Michael Cooper — in the latter case because it believes he's on too many other boards.
ISS advised shareholders to vote against the company's restricted share unit plan because of the extent of director participation. It also gave an additional reason for withholding support from Edward Rogers — he's a controlling shareholder while also sitting on the board nominations committee.
A representative for Toronto-based Rogers said nobody was available to comment on the matter.
As in previous years, all of the proposed directors will be elected at the April 24 annual meeting because the Rogers family's control trust holds about 98 per cent of voting stock in a dual-class share structure.
That's a set-up Glass Lewis opposes, recommending one vote per share as a “safeguard for common shareholders by ensuring that those who hold a significant minority of shares are able to weigh in on issues set forth by the board.” For this reason, it says investors should withhold their vote for Gemmell, the governance committee chair.
Glass Lewis also disputed Rogers' characterization of several directors as “independent,” including former Toronto Mayor John Tory, Mohamed Lachemi, and English, the former chief financial officer of Shaw Communications Inc., which Rogers acquired last year in the biggest Canadian telecom deal ever.
The firm said nine of Rogers' 14 proposed directors are insiders or affiliated with the company, which “raises concerns about the objectivity and independence of the board and its ability to perform its proper oversight role.” Neither English nor David Robinson — who is a Rogers family relative — should be on the audit committee, “which we believe should consist solely of independent directors,” Glass Lewis wrote.