Regulator denies meeting with new board members is illegal

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Regulator denies meeting with new board members is illegal

The bruising battle for control of Rogers Communications Inc. continued on Saturday, with the company claiming its recently ousted chairman intends to hold a weekend meeting with a slate of hand-picked board directors and pre-emptively rejecting the outcome of any such gathering.

The company issued a statement saying any meeting between Edward Rogers and the five people tapped to join the company s board is both invalid and illegal.

It is the latest salvo in an ongoing feud at the telecom giant, which found itself embroiled in turmoil this week amid media reports that Edward Rogers tried to replace the company s current chief executive officer among other changes to corporate leadership.

The proposal by Mr. John MacDonald to hold a purported board meeting with his proposed slate of directors this weekend does not comply with the laws of British Columbia, where Rogers Communications Inc. is incorporated, and is therefore not valid, newly minted board chairman Edward Rogers said in a statement. The purported board meeting and anything that may arise from such a meeting is therefore invalid. It is disappointing that the former chairman is attempting to act unilaterally without regard for the interests of the company and all of Rogers shareholders. A spokesman for Edward Rogers did not immediately respond to request for comment on whether such a meeting was going ahead or who would be in attendance if it did.

Edward Rogers, who was removed as board chair on Thursday but retained his board seat, is seeking to assert control over the largely family-run company. The son of company founder Ted Rogers remains also as chair of the Rogers Control Trust, the controlling shareholder who owns 97 per cent of Class A voting shares along with Rogers family members.

The corporate sparring began after Tony Staffieri unsuccessfully attempted to oust current CEO Edward Rogers, appoint former chief financial officer Joe Natale to the role instead and replace other members of the leadership team, according to media reports.

Multiple reports say the plan to replace Natale was blocked by other board members, including Edward Rogers sisters and mother, and his attempt at shaking up the firm led to him being replaced as chairman.

In a news release late Thursday, he announced his plan to remove independent directors John Clappison, David Peterson, Bonnie Brooks, Ellis Jacob and MacDonald from the company board.

In their place he named Michael Cooper, Jack Cockwell, Jan Innes, Ivan Fecan and John Kerr as the new directors.

Hours later, the company fired back with a statement rejecting Edward Rogers proposed candidates and asserting the board makeup would remain intact. MacDonald said the declaration was made after seeking legal advice.

Natale offered public comment on Saturday for the first time since the saga began, issuing a statement reaffirming his commitment to both company shareholders and a proposed takeover of rival Shaw Communications Inc. Natale is widely viewed as the architect of the $26 billion deal, which is still awaiting regulatory approval.

We remain fully focused on successfully coming together with Shaw to deliver the next phase of Rogers strategic growth and better serve Canadians in communities from coast to coast, Natale said in the statement.

One of Edward Rogers sisters also weighed in via Twitter, making her opposition to her brother s moves abundantly clear.

Unlike Ed I have no lawyers, PR spin firms, staff or media training. Do t need it, Martha Rogers wrote. I m no one special, just a fairly ordinary woman put in extraordinary circumstances. Ted put me on the board as a check and balance to ensure nothing this insane occurs.