(Vancouver) The Supreme Court of British Columbia ruled in favor of Edward Rogers on Friday, legitimizing his decision to replace the five independent directors on the board of directors of Rogers Communications.
Judge Shelley Fitzpatrick’s ruling validates changes made against the wishes of Edward’s mother and two sisters, who are also board members and respondents in the case that pitted the family together against others.
“I grant the order requested by Edward and award him costs,” said Mr.me Fitzpatrick Friday.
The three women questioned Edward’s leadership, saying his choice to arbitrarily appoint his own directors violated the company’s governance practices.
Justice Fitzpatrick did not read her decision in court, saying the reasons were long and it would take hours.
Ken McEwan, an attorney for Edward Rogers, argued in court earlier this week that his client had used his authority as chairman of the firm’s control trust, which owns 97.5% voting rights.
He said in a hearing Monday that Edward Rogers also had this power under a corporate law unique to British Columbia, where the Toronto company is incorporated.
Lawyer Stephen Schachter, who represents Loretta Rogers and her daughters Melinda Rogers-Hixon and Martha Rogers, told the court they would appeal the decision.
Loretta Rogers claimed in her affidavit filed last week that her son was “secretly” planning to replace the majority of independent directors with his own nominees, going against the company’s governance structure to include votes. shareholders.
She said Edward Rogers also broke her late husband’s 2006 letter of intent, with checks and balances aimed at preventing such problems caused by the chairman of the family trust. Ted Rogers died in 2008.
“Nothing worried her more than a useless public performance,” she said.
“The nearly 24,000 employees today, our investors, our families and those who have loaned the company money now rely on Rogers’ board of directors and the discipline of the controlling trust to provide a stable and capable leadership, ”said Loretta Rogers, describing herself as Rogers’ co-founder and first investor.
In the affidavit, signed on October 28, she claimed that her son had waged an “unreasonable” campaign to oust members of the board of directors, which was incompatible with her duties and limited authority as chairman of the board. the family trust.
“He planned to achieve this through his position as Chairman of the Control Trust using a written shareholder resolution without a Rogers shareholder meeting. Rogers had never changed its board of directors in this way before. ”
Loretta Rogers also said that Edward Rogers plans to fire CEO Joe Natale without board input and misled her about Mr Natale’s poor job performance as a motive to replace him with CFO Tony Staffieri.
MM. Natale and Staffieri were ultimately fired.
“It does not bring me any joy to sign this affidavit. But I feel compelled to do so in light of Edward’s conduct, which endangered what we have built, ”she argued.
