Edward Rogers Claims Mom, Sister Backed CEO Change: Timeline

(Bloomberg) -- Edward Rogers has laid out his side of a Canadian boardroom drama that has engulfed the family business and transfixed the nation. 

Among the bombshell claims: that Rogers Communications Inc.’s board voted 10-1 to replace Chief Executive Officer Joe Natale before the plan was overturned in favor of an alternative proposal put forth by his sister Martha Rogers. Natale’s departure would have been announced as a retirement. 

It’s the latest twist in one of the most bizarre corporate dramas in recent Canadian history. British Columbia’s top court will now have to decide whether Edward had the power to remove and replace five existing directors with his allies, as he claims to have already done using a shareholder resolution, or whether a shareholder vote is required on the matter. 

The court will hear the matter Nov. 1. 

Here’s a summary of allegations made in an affidavit Edward Rogers filed with the Supreme Court of British Columbia Tuesday:

Edward Rogers says his mother, Loretta Rogers, and Martha Rogers initially supported removing Natale and replacing him with then-Chief Financial Officer Tony Staffieri. Both have since publicly supported Natale. 

In an emailed statement, Loretta Rogers said her son’s claim that she backed ousting Natale is “untrue.” John MacDonald, who was appointed chairman last week, said: “At no time did the majority of the board vote to remove Joe Natale as CEO of Rogers Communications.” 

In the affidavit, Edward claims he brought a resolution to remove Natale to the board on Sept. 24 and that only director David Peterson voted against it. 

“My mother Loretta and sister Martha in particular expressed the firm view that Mr. Natale had had more than four years to prove himself and that it was time for a change. They also expressed support for Mr. Staffieri as a strong candidate to replace Mr. Natale,” Edward Rogers said in the documents.

The plans to oust Natale were so far advanced that a draft press release was brought to a board meeting on Sept. 26. By then, the company had also worked out a pay package for Staffieri as CEO and had a handshake agreement with Natale related to his exit package, according to the affidavit.

That’s when things went off the rails, according to Edward Rogers. 

Meeting Surprise

At the Sept. 26 meeting, MacDonald interrupted him with the shock announcement that some of the other directors had come up with an alternative proposal that “they believed was superior,” he claimed.

MacDonald then gave the floor to Martha Rogers, who proposed they rescind the vote to fire Natale and amend his employment contract to grant him “significantly enhanced terms.” 

The proposal also called for the immediate firing of Staffieri, the establishment of an executive oversight committee that would limit Edward Rogers’ interaction with management and a governance review. The meeting ended up without a resolution, and a vote was deferred to a Sept. 29. 

In the meantime, Edward Rogers headed to his mother’s cottage to meet her and his sisters to try to reach a deal. He suggested a compromise that would see Natale and Staffieri work together until the company closed its $16 billion takeover of Shaw Communications Inc. Another of his sisters, Melinda Rogers-Hixon, agreed that the plan might work, Edward Rogers said in the affidavit.

Edward Rogers says he passed the information along to MacDonald, who passed it along to other directors. Then MacDonald emailed him back saying: “Edward, we have reviewed the proposal you suggested to me yesterday and we rejected it.” 

Edward Rogers tried to move the planned Sept. 29 meeting back to Oct. 1, but that was rejected. The board met without him. Edward said he didn’t attend the Sept. 29 meeting because he was briefing the advisory committee of the family trust on what had occurred. 

He subsequently heard that a resolution to keep Natale in place was approved. A press release was issued that night announcing the departure of Staffieri, with no explanation.   

“I spoke with each member of the advisory committee, with the exception of my mother, Melinda, and Martha. All of them expressed that they were upset that the director group had conducted themselves in this manner and that they had ignored the wishes of the controlling shareholder,” he said. 

The advisory committee’s lawyer then sent a letter to the board making it clear that Edward Rogers, as chair of the family trust, has the power to deal with the situation by “unilaterally reconstituting the board,” he said.

He was subsequently removed as chair of Rogers Communications and the feud has escalated.

“This is a business issue. The focus should not be on our family,” Edward Rogers said in a statement Tuesday night. “I ask that the media please respect our privacy during this extraordinary time.” 

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