B.C. judge rules in favour of Edward Rogers' board control - CTV News Atlantic | Canada News Media
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B.C. judge rules in favour of Edward Rogers' board control – CTV News Atlantic

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VANCOUVER —
The head of the Rogers family trust says a British Columbia judge’s ruling in his favour resolves important governance issues at Rogers Communications Inc. after a court battle that pitted three of his family members against him.

“I take no joy in the decision or the events of past weeks,” Edward Rogers said in a written statement Friday, reacting to the court’s ruling over the legitimacy of the company’s board after he replaced five independent directors.

“The judgment confirms I acted appropriately, in accordance with (Rogers Communications Inc.’s) articles and applicable corporate law.”

Justice Shelley Fitzpatrick’s ruling validated the changes made by Rogers in opposition to the wishes of his mother and two sisters, who are also members of the board and the respondents in the case, which led to a power struggle over control of the board.

Lawyer Stephen Schachter, who represents family matriarch Loretta Rogers and her daughters Melinda Rogers-Hixon and Martha Rogers, told the court they will appeal the ruling.

Edward Rogers said in his statement that the company’s focus must be on the business, a return to stability and closing negotiations on the purchase of Shaw Communications Inc. Rogers announced its plan to buy Shaw in a $26-billion deal earlier this year, which is still subject to regulatory approval.

“Our family has disagreements like every other family. I am hopeful we will resolve those differences privately, as any family would,” he said. “I know every member of our family wants the brightest future for Rogers Communications.”

Fitzpatrick said in her written ruling that the fact that Rogers Control Trust had 97.5 per cent of the votes meant that a consent resolution to reconstitute the board with nominees picked by Edward Rogers “easily passed” by a special majority of Class A shareholders.

A lawyer for Rogers Communications had argued all shareholders should have been provided a notice of a meeting where they could vote on changes to the board, including the 70 per cent who hold Class B shares.

However, Fitzpatrick said Edward Rogers acted in accordance with clear provisions in the company’s governance articles and the British Columbia Corporations Act — the province where the company is incorporated — and was not required to provide notice of a meeting to all shareholders.

“If (Rogers Communications Inc.) wished to invoke a more rigorous process for notice to shareholders in the circumstances of this case, it could have done so. It did not and it must be taken to have done so deliberately.”

Fitzpatrick also said there’s no evidence that any Class A shareholder responded to the consent resolution, either consenting or objecting, except for Loretta Rogers, who wrote of her objection in an affidavit.

Schachter argued in court Monday that his clients questioned Edward Rogers’ leadership because his arbitrary ousting of independent directors violated the company’s governance practices.

Ken McEwan, a lawyer for Edward Rogers, told the court his client’s actions are the “default mode” of resolution offered by the law in B.C.

Loretta Rogers said in her affidavit filed last week that her son “secretly” planned to remove the majority of independent directors with his own nominees and failed to abide by her late husband’s 2006 “memorandum of wishes,” complete with checks and balances aimed at preventing such problems by the chair of the family trust. Ted Rogers died in 2008.

“Nothing worried him more than a needless public spectacle,” she said.

Carol Liao, associate professor at the University of British Columbia’s Allard school of law and director of its Centre for Business Law, said Fitzpatrick’s ruling was not surprising because corporate law provides room for companies to design their own governance mechanisms.

“We have many corporate statutes that provide default provisions, with a choice for businesses to vary things in their governance documents, in their bylaws,” Liao said. “Here’s where you see these black and white laws permitting companies to design mechanisms that may butt up against what are deemed as good governance practices.”

As for the Ted Rogers’ memorandum, Liao said a publicly traded company can’t be controlled from the grave.

McEwan also told the court earlier that the family patriarch’s document had been treated as confidential up until the hearing, that it wouldn’t meet a legal test and wasn’t known to all shareholders.

However, Loretta Rogers maintained in her affidavit that her son had waged an “unconscionable” campaign to oust board members, which was inconsistent with his duties and limited authority as chair of the family trust.

She also said her son planned to fire CEO Joe Natale without the board’s input and misled her about Natale’s job performance as a reason to replace him with chief financial officer Tony Staffieri.

Natale was terminated before ultimately being reinstated and Staffieri was fired, further rocking the executive team at the telecommunications empire.

Rogers Communications Inc. said in a statement Friday that Natale is on the board of directors, and Edward Rogers is its chair.

This report by The Canadian Press was first published Nov. 5, 2021.

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Telus prioritizing ‘most important customers,’ avoiding ‘unprofitable’ offers: CFO

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Telus Corp. says it is avoiding offering “unprofitable” discounts as fierce competition in the Canadian telecommunications sector shows no sign of slowing down.

The company said Friday it had fewer net new customers during its third quarter compared with the same time last year, as it copes with increasingly “aggressive marketing and promotional pricing” that is prompting more customers to switch providers.

Telus said it added 347,000 net new customers, down around 14.5 per cent compared with last year. The figure includes 130,000 mobile phone subscribers and 34,000 internet customers, down 30,000 and 3,000, respectively, year-over-year.

The company reported its mobile phone churn rate — a metric measuring subscribers who cancelled their services — was 1.09 per cent in the third quarter, up from 1.03 per cent in the third quarter of 2023. That included a postpaid mobile phone churn rate of 0.90 per cent in its latest quarter.

Telus said its focus is on customer retention through its “industry-leading service and network quality, along with successful promotions and bundled offerings.”

“The customers we have are the most important customers we can get,” said chief financial officer Doug French in an interview.

“We’ve, again, just continued to focus on what matters most to our customers, from a product and customer service perspective, while not loading unprofitable customers.”

Meanwhile, Telus reported its net income attributable to common shares more than doubled during its third quarter.

The telecommunications company said it earned $280 million, up 105.9 per cent from the same three-month period in 2023. Earnings per diluted share for the quarter ended Sept. 30 was 19 cents compared with nine cents a year earlier.

It reported adjusted net income was $413 million, up 10.7 per cent year-over-year from $373 million in the same quarter last year. Operating revenue and other income for the quarter was $5.1 billion, up 1.8 per cent from the previous year.

Mobile phone average revenue per user was $58.85 in the third quarter, a decrease of $2.09 or 3.4 per cent from a year ago. Telus said the drop was attributable to customers signing up for base rate plans with lower prices, along with a decline in overage and roaming revenues.

It said customers are increasingly adopting unlimited data and Canada-U.S. plans which provide higher and more stable ARPU on a monthly basis.

“In a tough operating environment and relative to peers, we view Q3 results that were in line to slightly better than forecast as the best of the bunch,” said RBC analyst Drew McReynolds in a note.

Scotiabank analyst Maher Yaghi added that “the telecom industry in Canada remains very challenging for all players, however, Telus has been able to face these pressures” and still deliver growth.

The Big 3 telecom providers — which also include Rogers Communications Inc. and BCE Inc. — have frequently stressed that the market has grown more competitive in recent years, especially after the closing of Quebecor Inc.’s purchase of Freedom Mobile in April 2023.

Hailed as a fourth national carrier, Quebecor has invested in enhancements to Freedom’s network while offering more affordable plans as part of a set of commitments it was mandated by Ottawa to agree to.

The cost of telephone services in September was down eight per cent compared with a year earlier, according to Statistics Canada’s most recent inflation report last month.

“I think competition has been and continues to be, I’d say, quite intense in Canada, and we’ve obviously had to just manage our business the way we see fit,” said French.

Asked how long that environment could last, he said that’s out of Telus’ hands.

“What I can control, though, is how we go to market and how we lead with our products,” he said.

“I think the conditions within the market will have to adjust accordingly over time. We’ve continued to focus on digitization, continued to bring our cost structure down to compete, irrespective of the price and the current market conditions.”

Still, Canada’s telecom regulator continues to warn providers about customers facing more charges on their cellphone and internet bills.

On Tuesday, CRTC vice-president of consumer, analytics and strategy Scott Hutton called on providers to ensure they clearly inform their customers of charges such as early cancellation fees.

That followed statements from the regulator in recent weeks cautioning against rising international roaming fees and “surprise” price increases being found on their bills.

Hutton said the CRTC plans to launch public consultations in the coming weeks that will focus “on ensuring that information is clear and consistent, making it easier to compare offers and switch services or providers.”

“The CRTC is concerned with recent trends, which suggest that Canadians may not be benefiting from the full protections of our codes,” he said.

“We will continue to monitor developments and will take further action if our codes are not being followed.”

French said any initiative to boost transparency is a step in the right direction.

“I can’t say we are perfect across the board, but what I can say is we are absolutely taking it under consideration and trying to be the best at communicating with our customers,” he said.

“I think everyone looking in the mirror would say there’s room for improvement.”

This report by The Canadian Press was first published Nov. 8, 2024.

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TC Energy cuts cost estimate for Southeast Gateway pipeline project in Mexico

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CALGARY – TC Energy Corp. has lowered the estimated cost of its Southeast Gateway pipeline project in Mexico.

It says it now expects the project to cost between US$3.9 billion and US$4.1 billion compared with its original estimate of US$4.5 billion.

The change came as the company reported a third-quarter profit attributable to common shareholders of C$1.46 billion or $1.40 per share compared with a loss of C$197 million or 19 cents per share in the same quarter last year.

Revenue for the quarter ended Sept. 30 totalled C$4.08 billion, up from C$3.94 billion in the third quarter of 2023.

TC Energy says its comparable earnings for its latest quarter amounted to C$1.03 per share compared with C$1.00 per share a year earlier.

The average analyst estimate had been for a profit of 95 cents per share, according to LSEG Data & Analytics.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:TRP)

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BCE reports Q3 loss on asset impairment charge, cuts revenue guidance

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BCE Inc. reported a loss in its latest quarter as it recorded $2.11 billion in asset impairment charges, mainly related to Bell Media’s TV and radio properties.

The company says its net loss attributable to common shareholders amounted to $1.24 billion or $1.36 per share for the quarter ended Sept. 30 compared with a profit of $640 million or 70 cents per share a year earlier.

On an adjusted basis, BCE says it earned 75 cents per share in its latest quarter compared with an adjusted profit of 81 cents per share in the same quarter last year.

“Bell’s results for the third quarter demonstrate that we are disciplined in our pursuit of profitable growth in an intensely competitive environment,” BCE chief executive Mirko Bibic said in a statement.

“Our focus this quarter, and throughout 2024, has been to attract higher-margin subscribers and reduce costs to help offset short-term revenue impacts from sustained competitive pricing pressures, slow economic growth and a media advertising market that is in transition.”

Operating revenue for the quarter totalled $5.97 billion, down from $6.08 billion in its third quarter of 2023.

BCE also said it now expects its revenue for 2024 to fall about 1.5 per cent compared with earlier guidance for an increase of zero to four per cent.

The company says the change comes as it faces lower-than-anticipated wireless product revenue and sustained pressure on wireless prices.

BCE added 33,111 net postpaid mobile phone subscribers, down 76.8 per cent from the same period last year, which was the company’s second-best performance on the metric since 2010.

It says the drop was driven by higher customer churn — a measure of subscribers who cancelled their service — amid greater competitive activity and promotional offer intensity. BCE’s monthly churn rate for the category was 1.28 per cent, up from 1.1 per cent during its previous third quarter.

The company also saw 11.6 per cent fewer gross subscriber activations “due to more targeted promotional offers and mobile device discounting compared to last year.”

Bell’s wireless mobile phone average revenue per user was $58.26, down 3.4 per cent from $60.28 in the third quarter of the prior year.

This report by The Canadian Press was first published Nov. 7, 2024.

Companies in this story: (TSX:BCE)

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