Shocking new details have emerged from a court petition filed by Edward Rogers revealing that the Rogers Communications Inc. board voted to accept CEO Joe Natale’s retirement — but the decision was reversed in another board meeting just a few days later when Edward wasn’t there.
Now, his mother, Loretta Rogers, says the reason for the reversal was because she felt her son supplied her with inaccurate information about Natale’s performance as CEO.
The court filings, along with a series of statements responding to it from other Rogers family members and players in the corporate drama, shed more light on the boardroom brawl that has been tearing the company’s leadership apart for weeks.
Those filings were made as part of a court case launched by Edward to legitimize a newly reconstituted board. Arguments in the case will be heard on Nov. 1 by the British Columbia Supreme Court, according to Rogers Communications.
In the affidavit filed in the B.C. court on Tuesday, Edward said that over the past two years, he had grown increasingly unhappy with Natale’s performance, and that Rogers was lagging behind its main competitors Telus and Bell.
He said he expressed his concerns to select board members, and by the end of the summer, he decided it was time for Natale to go.
Edward planned to launch a formal process with the board and aimed to put chief financial officer Tony Staffieri in place to lead the company.
But then Natale was mistakenly dialed into a call in mid-September where he overheard Staffieri talking about plans to replace him. Natale confronted Edward, who said he wanted the CEO to resign and agree to a package.
As he prepared for a board meeting on a Wednesday in late September, Edward had a long conversation with his mother and sister, Martha Rogers. He said they worked together on a statement that Loretta would read to the board.
At the meeting, Loretta told the board she supported the idea of Natale retiring and Staffieri leading the company. On Friday, the board convened again to discuss Edward’s plan to push Natale out. The directors voted 10 to 1 to accept the CEO’s retirement and agree to a package that would see him receive his salary during a transition period, plus cash payments of up to $24 million.
But they didn’t have an agreement with Staffieri yet and when they convened on the following Sunday to sort out the final details, the plan unravelled. To Edward’s surprise, Martha Rogers moved a motion to walk back the board’s support for Natale’s exit and instead terminate Staffieri’s employment.
The next day, Edward and Melinda made a trip to visit Loretta at her cottage, where she was staying with Martha. There was some hope the family could reach a compromise, but it was soon dashed.
Over Edward’s objections, another board meeting went ahead on Wednesday. Melinda chaired the meeting — which proceeded without Edward and two of his board allies present — and she, Martha and Loretta all joined in voting to keep Natale on and terminate Staffieri immediately.
Just before 8 p.m. that evening, the news broke that the CFO was out. But the fight for control of the company was just beginning.
The Most Powerful Sale & Affiliate Platform Available!
There's no credit card required! No fees ever.Create Your Free Account Now!
The other players in the family and corporate drama issued statements of their own on Tuesday disputing Edward’s claims that Natale was underperforming as CEO.
“The claims Edward makes in his affidavit are as unfortunate as they are untrue,” Loretta Rogers said in a statement.
“He claims I supported his proposal to fire Joe Natale in a Sept. 22 board meeting and that I read from a statement that the proposal had my ‘full support,’ and that I thought Tony Staffieri would make a ‘strong CEO.’ Edward knows those words, because he wrote them for me.”
She said she supported accepting Natale’s resignation based on inaccurate and incomplete data provided by her son and Alan Horn, another director who is aligned with Edward.
“As soon as I was able to … develop a more complete and unbiased perspective on the issue, I reversed course,” Loretta said. “Martha, Melinda and I fully and unequivocally support Joe and believe he is the right CEO to lead RCI and successfully complete the Shaw transaction.”
John MacDonald, who became chair of the corporate board last week after Edward was voted out of the role, said that the board did not have “pervasive and serious concerns” about performance at the company and that, “at no time did the majority of the board vote to remove Joe Natale.”
Edward has since used his role as chair of the advisory committee to the Rogers Control Trust, which controls 97 per cent of the voting shares of Rogers Communications, to remove five independent directors of the Rogers board and replace them with five directors of his own choosing. He held a board meeting with the new board on Sunday and said he was elected chair.
(David Peterson, a director on the corporate board of Rogers Communications who Edward has sought to remove, is also vice-chair of Torstar Corp., the company that owns the Toronto Star.)
“It is unfortunate that Edward has advanced a false narrative regarding our mother to provide cover for his misguided position to replace the independent directors of Rogers Communications by the stroke of a pen,” said Melinda Rogers-Hixon on Tuesday.
“Loretta, Martha and I stand with Joe, his management team, the 24,000 employees and our customers and fans in ensuring that proper governance, in accordance with the law and our father’s wishes, is adhered to.”
In a statement of his own Tuesday evening, Edward Rogers said he wants to resolve the matter as quickly as possible. He said filing the petition was, an “exceedingly difficult decision for me to make, as the evidence will reveal facts that do not reflect well on certain individuals.”
“As chair of the Rogers Control Trust, it is my duty to ensure that the company is properly governed on behalf of all stakeholders. I take that responsibility very seriously,” he said, adding that this is a business matter and the focus should not be on the Rogers family.
“I ask that the media please respect our privacy during this extraordinary time.”
Subscribe to the newsletter news
We hate SPAM and promise to keep your email address safe