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Edward Rogers seeks to assert control at Rogers Communications as company stands firm – CP24 Toronto's Breaking News

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Tara Deschamps, The Canadian Press


Published Friday, October 22, 2021 5:53PM EDT


Last Updated Friday, October 22, 2021 8:37PM EDT

TORONTO – Rogers Communications Inc. has declared invalid an attempt by Edward Rogers to replace five members of the company’s board of directors after seeking legal advice, board chairman John MacDonald said in a statement Friday evening.

Former chairman Edward Rogers, who was removed from the position Thursday but has retained his board seat, is seeking to assert control over the telecommunications giant in an escalating fight with the company.

The fight broke out after Edward Rogers unsuccessfully attempted to put former chief financial officer Tony Staffieri into the CEO role and replace other members of the leadership team, according to media reports.

Multiple reports say the plan to replace company CEO Joe 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.

But Edward Rogers, who remains chairman of the family’s Rogers Control Trust, is not giving up. 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’s board.

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

Richard Leblanc, a professor of governance, law and ethics at York University, said successfully countering the move to replace the directors will be tough, if not impossible.

The difficulty lies in how the company was set up by the late Ted Rogers, who arranged it so that his family trust controls 97 per cent of the firm’s class A voting shares, Leblanc said.

His intention was to ensure his company stays in his family’s hands and to make it difficult to oust his relatives or dilute their control.

“That’s the brilliance of Ted Rogers and why he likened being chairman of the trust to being the president of the United States,” LeBlanc said.

“There’s a lot of authority.”

One of the few ways control could be wrested away from Edward Rogers is if he loses his role as chairman of the trust, which has a 10-person advisory board, Leblanc said.

To oust him, two-thirds of the board would need to support the move.

A removal seems unlikely because Edward Rogers appears to have support from at least two trust board members, who aligned themselves with him on Friday.

“I worked alongside Ted for most of my 53 years at RCI and am supportive of the changes that have been announced today,” said Phil Lind, a former vice-chairman at Rogers, who wrote a book about being Ted’s “Right Hand Man.”

“My primary focus going forward is to assist the members of the Rogers and Shaw teams to ensure a successful completion of the transaction.”

Alan Horn, who said he started working with Ted in 1979, also backs Edward Rogers.

“I look forward to working with Edward, the Rogers family, and the reconstituted board to help the company complete its game-changing transaction with Shaw,” he said in a statement.

If Edward Rogers, Horn and Lind support him as chairman, the seven remaining board members would have to support his removal to secure the two-thirds majority.

Leblanc said it wouldn’t surprise him if Edward Rogers garnered additional supporters, giving him enough votes to keep his role.

“Several directors that are on these types of boards have told me that their role as a director is to give counsel, but at the end of the day, the founder has the authority and you owe your board seat to founder, so its founder’s way or the highway,” said Leblanc.

This can be especially true at a company like Rogers, where an unconventional corporate governance structure, little turnover and a lack of independent committees and chairs offer fewer checks and balances, he said.

“They have directors on the board that are over-tenured, that have been there longer than nine years or significantly longer,” Leblanc said. “I think one director, who is a former politician, has been on the board 30 years.”

The company moved toward introducing some additional corporate governance controls on Thursday when it launched an executive oversight committee.

The company said earlier Friday it was concerned that the trust would seek to make such a fundamental change in such an unusual way.

In its evening statement, the company confirmed it had “received a written resolution from the Rogers Control Trust purporting to remove five of the independent directors of Rogers and replace them with nominees of the Rogers Control Trust.”

The company reviewed the resolution with external legal counsel, it said, “and has determined the resolution is invalid.”

“Accordingly,” reads the statement, “the Board of Directors of Rogers, including its independent directors, remain unchanged.”

It reiterated Natale’s commitment to driving business performance and completing its proposed merger with Shaw Communications Inc.

Rogers is awaiting regulatory approvals for a $26-billion deal for the Calgary-based company that it signed earlier this year.

While RBC Dominion Securities Inc. analyst Drew McReynolds called the recent board and family dynamics “an unnecessary distraction,” he said in a note that he assumes the Rogers-Shaw deal still has “unwavering support” from shareholders.

In an emailed statement, Shaw’s executive chairman and CEO Brad Shaw said he wanted to “reiterate our commitment to the takeover.”

“This is a Rogers family and board matter and out of respect for the Rogers family, it is not appropriate for Shaw Communications to comment on recent developments,” he said.

Leblanc doesn’t think the Shaw deal will become a casualty of the recent drama, but said he has never seen anything like the disagreement unfolding between the company and Edward Rogers. He likened it to a “soap opera,” but said a resolution is likely on its way.

“One way or the other, it sounds like we’re going to come to a bit of a showdown in the next day or two or even today, and hopefully one decision will be made and then everybody has to … rally around the final set of directors, whoever they may be.”

This report by The Canadian Press was first published Oct. 22, 2021.

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TD raising dividend, plans to buy back up to 50 million shares – BNN

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TD Bank Group kept pace with its peers in dishing out rewards to its shareholders on Thursday.

The bank announced it will raise its quarterly dividend 13 per cent to $0.89 per share, effective Jan. 31. It also said it’s seeking regulatory approval to repurchase up to 50 million of its shares. 

All five of the big Canadian lenders that have reported this week announced similar moves after the Office of the Superintendent of Financial Institutions recently ended its ban on buybacks and dividend hikes. Bank of Montreal, the last of the Big Six banks to report earnings, will announce its results on Friday. 

TD’s full-year profit climbed to $14.3 billion compared to $11.9 billion in 2020, the bank also announced on Thursday. In the fiscal fourth quarter, which ended Oct. 31, net income fell to $3.8 billion from $5.1 billion a year earlier when it got a $1.4-billion lift from the sale of its stake in TD Ameritrade. 

On an adjusted basis, TD earned $2.09 per share in the most recent quarter. Analysts, on average, were expecting $1.96.

TD’s American unit was the primary driver in the fiscal fourth quarter, as the division’s net income surged 66 per cent year-over-year to US$1.09 billion. Stripping out an investment in Charles Schwab, profit for the core U.S. retail banking operations soared 123 per cent to US$897 million as revenue climbed and US$62 million was freed up after previously being set aside for loans that could go bad. 

In Canada, TD’s retail banking division saw profit rise 19 per cent year-over-year to $2.14 billion. Similar to the U.S., revenue rose year-over-year and credit quality improved. However, those factors were partially offset by an eight per cent rise in expenses — which TD said was due to higher variable compensation and investments in technology. 

Meanwhile, the bank’s wholesale division — which comprises activities like capital markets and investment banking — was a drag on profit as net income from that unit slid 14 per cent to $420 million. TD said its trading revenue in the quarter fell to $510 million from $761 million a year earlier. 

“We  ended the  year  in  a  position  of  strength,  with a  growing  base of  customers  across  highly  competitive  and  diversified  businesses  and  a  robust capital  position, enabling  us  to increase  our  dividend  and providing us  with a strong  foundation  upon which to  continue  building  our  business  in  2022,” said TD President and Chief Executive Bharat Masrani in a release.

Editor’s note: The original version of this story incorrectly presented the dividend increase as being 11 per cent. We regret the error.

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Tentative deal between union workers and beef producer Cargill struck | CTV News – CTV News Calgary

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With less than a week to go before workers were set to go on strike at Cargill’s High River, Alta. beef processing plant, the company says a tentative deal has been reached.

The company announced the development on Wednesday and says it is “encouraged by the outcome” of recent talks.

“After a long day of collaborative discussion, we reached an agreement on an offer that the bargaining committee will recommend to its members. The offer is comprehensive and fair and includes retroactive pay, signing bonuses, a 21 per cent wage increase over the life of the contract and improved health benefits,” Cargill wrote in a statement to CTV News via email.

The company adds it also “remains optimistic” a deal can be finalized before the strike deadline.

“(We) encourage employees to vote on this offer which recognizes the important role they play in Cargill’s work to nourish the world in a safe, responsible and sustainable way. While we navigate this negotiation, we continue to focus on fulfilling food manufacturer, retail and food service customer orders while keeping markets moving for farmers and ranchers,” it wrote.

The United Food and Commercial Workers’ Union (UFCW) Local 401 was expected to go on strike on Dec. 6.

It rejected the most recent attempt at a deal on Nov. 25 by a 98 per cent margin.

‘FAIR OFFER’

According to a statement from UFCW Local 401, the negotiating team engaged in “a marathon day” of talks with the company on Tuesday.

“Late in the evening, our bargaining committee concluded that they were in receipt of a fair offer and that they were prepared to present that offer to their coworkers with a recommendation of acceptance,” it wrote in a statement.

The union says the tentative deal will “significantly improve” the lives of Cargill workers and will be the ‘best food processing contract in Canada.”

Highlights from the deal include:

  • $4,200 in retroactive pay for many employees;
  • $1,000 signing bonus;
  • $1,000 COVID-19 bonus;
  • More than $6,000 total bonuses for workers three weeks before Christmas;
  • $5 wage increase for many employees;
  • Improved health benefits; and
  • Provisions to facilitate a new culture of health, safety, dignity and respect in the workplace

While UFCW Local 401 president Thomas Hesse calls the deal “fair,” he will support workers on the picket line if they decide to reject the proposal.

“If they do accept it, I’ll work with them every day to make Cargill a better workplace,” Hesse said in a statement. “I will do as our members ask me to do.

“I respect all of the emotions that they feel and the suffering that they have experienced.”

Employees are expected the vote on the new deal between Dec. 2 and 4.

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Afterpay delays vote on $29 billion buyout as Square awaits Spain’s nod

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Afterpay Ltd will delay a shareholder meet to approve Square Inc’s $29-billion buyout of the Australian buy now, pay later leader, as the Jack Dorsey-led payment company awaits regulatory nod in Spain.

The investor meet was set for Dec. 6, but Afterpay said it would likely take place next year as Square, which has rebranded itself to Block Inc, is likely to get an approval from the Bank of Spain only in mid-January.

The delay is unlikely to impact the completion of Australia‘s biggest deal, which is set for the first quarter of 2022, Afterpay said.

“We continue to believe the risks of the transaction closing are minimal,” RBC Capital Markets analyst Chami Ratnapala said in a brief client note.

Meanwhile, Twitter Inc co-founder Dorsey is expected to focus on Square after stepping down as chief executive of the social media platform as it looks to expand beyond its payment business and into new technologies like blockchain.

Afterpay shares fell more than 6%, far underperforming the broader Australian market, tracking Square’s 6.6% drop overnight in U.S. market on worries over the Omicron variant.

 

(Reporting by Nikhil Kurian, Sameer Manekar and Indranil Sarkar in Bengaluru; Editing by Anil D’Silva, Rashmi Aich and Arun Koyyur)

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