Who We Are

Rogers Communications Inc. is a leading Canadian technology and media company that provides communications services and entertainment to consumers and businesses. Our shares are publicly traded on the Toronto Stock Exchange (TSX: RCI.A and RCI.B) and on the New York Stock Exchange (NYSE: RCI).

For further information about the Rogers group of companies, please visit rogers.com or investors.rogers.com. Information on or connected to this and any other websites referenced in this document does not constitute part of this document.

Trademarks in this circular are owned or used under license by Rogers Communications Inc. or an affiliate. This circular also includes trademarks of other parties. The trademarks referred to in this circular may be listed without the ^™ symbols. ^©2023 Rogers Communications.

Please Register for Electronic Delivery of

Shareholder Materials

In our continuing effort to reduce environmental impacts and printing and postage costs, Rogers Communications Inc. has adopted the “notice-and-access” provisions of the Canadian securities regulations. Under notice-and-access, Canadian companies may post electronic versions of shareholder meeting-related materials, such as information circulars and annual financial statements, on a website for investor access, with notice of the meeting and availability of the materials provided by letter. Physical copies of such materials are still made available if specifically requested. Shareholders who have already signed up for electronic delivery of meeting materials will continue to receive them by e-mail. If you have not signed up for electronic delivery and wish to do so, please refer to the instructions below.

Beneficial Shareholders – If you hold your Rogers shares in a brokerage account or with another financial intermediary, such as a bank or trust company, register for electronic delivery at InvestorDelivery.com (provided your institution participates in the Electronic Delivery program) using your personalized Enrolment Number, which can be found on the right-hand side of the mailing sheet or your Class A Voting Instruction Form.

Registered Shareholders – If your Rogers shares are registered directly in your name with our transfer agent, TSX Trust Company, please register for electronic delivery at tsxtrust.com/edelivery using your personalized Holder Account Number, which can be found on either the separate election form or your Class A Form of Proxy.

Letter to Shareholders

Dear Shareholders,

You are invited to attend Rogers Communications Inc.’s Annual General Meeting of Shareholders, which will be held at 11:00 a.m. (Eastern Time) on Wednesday, April 26, 2023 as an in-person and online (hybrid) meeting at the Velma Rogers Graham Theatre, 333 Bloor Street East, Toronto, Ontario and via webcast. We and our colleagues on the Board of Directors and executive team look forward to seeing you as we present our views on our 2022 achievements and outline our plans for the future.

This Information Circular contains important information about the Annual General Meeting of Shareholders and the business to be conducted, voting, the individuals nominated to serve as directors, our corporate governance practices, and how we compensate our executive officers and directors. If you are a holder of Class A Voting Shares, please use the proxy or voting instruction form provided to you to submit your vote prior to the meeting.

We would like to recognize the many contributions of Loretta Rogers, who passed away in June, 2022. Mrs. Rogers served as a corporate director of Rogers since 1964, believed passionately in Ted Rogers’ vision for the company, and through 45 years of marriage, supported Ted to grow Rogers into the company that it is today.

We would also like to recognize the many contributions of Alan Horn, who passed away in January, 2023. Mr. Horn joined Rogers in 1990, working in a variety of roles, including Chief Financial Officer, Chair of the Board and twice as Interim President and Chief Executive Officer. During his tenure, Mr. Horn substantially strengthened the company’s balance sheet, turned the company’s debt from junk bond to investment grade status, brought the Rogers operating companies under one public stock, introduced a dividend program and played an integral role on many transformative acquisitions.

In addition to the in-person component, the meeting will be available online via webcast at https://web.lumiagm.com/462338032. A rebroadcast of the meeting webcast will be available at the Investor Relations section of our website at investors.rogers.com after the meeting.

We hope you can join us in person or online on April 26, 2023.

Sincerely,

 

Edward S. Rogers		Tony Staffieri
Chair of the Board		President and Chief Executive Officer

 

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Where To Find It

 

3		Notice of Annual General Meeting of Shareholders and Availability of Investor Materials
6		Information Circular
7		Voting Information
		7		Registered Shareholders
		10		Beneficial Owners (Non-Registered Holders)
		11		How to Attend the Meeting Online
		11		How Votes are Counted
		12		Outstanding Shares and Main Shareholders
		13		Restricted Share Disclosure
14		Business of the Meeting
		14		Election of Directors
				14		The Proposed Nominees
		22		Appointment of Auditors
23		Executive Compensation
		23		Human Resources Committee Letter to Shareholders
		26		Compensation Discussion & Analysis
		40		Summary Compensation Table
		43		Incentive Plan Awards
		49		Pension Benefits
		52		Termination and Change of Control Benefits
54		Director Compensation
59		Securities Authorized for Issuance Under Equity Compensation Plans
60		Indebtedness of Directors and Executive Officers
61		Corporate Governance
		61		Statement of Corporate Governance Practices
		62		Board Composition
		65		Board Skills Matrix
		66		Board Mandate and Responsibilities
		67		Code of Conduct and Ethics and Business Conduct Policy
		67		Director Orientation and Continuing Education
		68		Director Nomination and Board Assessment, Gender Diversity, and Term Limits
		69		Gender Diversity in Executive Officer Positions
		69		Risk Management Oversight
		69		Audit and Risk Committee
		69		Other Good Governance Practices
		70		Interaction with Shareholders
71		Report of the Audit and Risk Committee
73		Other Information
74		Appendices
				74		A - National Instrument Requirements
				81		B - Board of Directors Mandate
				86		C - Standing Committee Mandates

 

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Notice of Annual General Meeting of Shareholders and Availability of Investor Materials

We invite you to the Rogers Communications Inc. Annual General Meeting of Shareholders (the meeting).

 

When Wednesday, April 26, 2023 11:00 a.m. (Eastern Time)		Where Velma Rogers Graham Theatre 333 Bloor Street East, Toronto, Ontario and online at https://web.lumiagm.com/462338032

BUSINESS OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS:

 

1.

receiving the consolidated financial statements for the year ended December 31, 2022, including the external auditors’ report;

 

2.

electing 13 directors to our Board of Directors (see “Election of Directors” in the Information Circular);

 

3.

appointing the external auditors (see “Appointment of Auditors” in the Information Circular); and

 

4.

considering any other business that may properly come before the meeting.

YOU HAVE THE RIGHT TO VOTE

You are entitled to notice of, to attend, and to vote at the meeting if you were a registered holder of Class A Voting Shares (Class A Shares) at the close of business in Toronto, Ontario on March 1, 2023 (subject to the voting restrictions described in the Information Circular). Specific voting instructions are included on the proxy form included with this Notice, which you have received if you are a registered holder of Class A Shares, or the voting instruction form included with this Notice, which you have received if you are a beneficial holder of Class A Shares. If you are a registered holder of Class A Shares or a duly appointed and registered proxyholder and wish to vote at the meeting, please attend the meeting in-person or online.

If you were a registered holder of Class B Non-Voting Shares at that time, you are entitled to notice of and to attend the meeting and ask questions, but not to vote at the meeting.

NOTICE-AND-ACCESS

Rogers is using the “notice-and-access” provisions of Canadian securities rules under National Instrument 54-101 — “Communication with Beneficial Owners of Securities of a Reporting Issuer” (NI 54-101) and National Instrument 51-102 — “Continuous Disclosure Obligations” (NI 51-102) for distribution of the meeting materials to shareholders. Under notice-and-access, Canadian companies are not required to distribute physical paper copies of certain annual meeting-related materials, such as information circulars and annual financial statements, unless specifically requested. Instead, they may post electronic versions of such material on a website for investor access and review and will make paper copies of such documents available upon request. Using notice-and-access directly benefits Rogers through a substantial reduction in both postage and material costs and also helps the environment through

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    3

a substantial decrease in the amount of paper documents that are ultimately discarded. Shareholders who have already signed up for electronic delivery of shareholder materials will continue to receive them by e-mail. If you have not signed up for electronic delivery and wish to do so, Rogers encourages you to do so as outlined in this meeting notice, if provided to you, or as instructed on the inside front cover of the Information Circular.

VOTING CLASS A SHARES

As a registered holder of Class A Shares you have a number of ways to vote your shares. These are detailed on the proxy form included with this package. Unless you attend and vote at the meeting either in person or online or have duly appointed and registered another person to attend the meeting online on your behalf and vote your shares, as proxyholder, we must receive your completed proxy or voting instructions no later than 2:00 p.m. (Eastern Time) on April 25, 2023.

If you are the beneficial owner of Class A Shares, please see “Beneficial Owners (Non-Registered Holders)” in the Information Circular and the voting instruction form included with this package for voting information.

Please note that to allow online attendance and voting at the meeting a holder of Class A Shares who appoints a proxyholder, other than the management appointees named on the proxy form or voting instruction form, MUST ALSO register such proxyholder with our transfer agent TSX Trust Company after submitting their form of proxy or voting instructions. Failure to register the proxyholder with our transfer agent will result in the proxyholder (i) not receiving a 13-digit proxyholder control number to attend or vote at the meeting online as a proxyholder, and (ii) only being able to attend the meeting online as a guest.

We also encourage you to review the matters to be voted upon at the meeting as described in the Information Circular at investors.rogers.com/corporate-governance/agm-materials before voting.

WEBSITE WHERE INVESTOR MATERIALS ARE POSTED

Electronic copies of investor materials related to this meeting, including the Information Circular and Rogers’ annual report to shareholders, which includes our 2022 audited financial statements, can be reviewed and downloaded from investors.rogers.com/corporate-governance/agm-materials or under the Rogers Communications Inc. profile on SEDAR at sedar.com or on EDGAR at sec.gov. The electronic copies of investor materials make searching for relevant sections and specific items much easier than finding such information in paper versions of these documents.

PAPER COPIES OF INVESTOR MATERIALS

Should you wish to receive paper copies of certain investor materials, please contact us at investor.relations@rci.rogers.com, at 647.435.6470 or toll free at 1.844.801.4792, prior to April 12, 2023 and we will send them, at no charge, within three business days, giving you sufficient time to receive the materials before the meeting and vote your proxy. Following the meeting, the documents will remain available at the website listed above for at least one year.

ADMISSION TO THE MEETING

Shareholders wishing to attend the meeting in person will be required to produce a proxy, voter information form, or otherwise provide proof of share ownership to gain admission.

Shareholders may also participate in the meeting online as described below. Shareholders will have an equal opportunity to attend at the meeting online regardless of their geographic

 

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location. Registered holders of Class A Shares and duly appointed and registered proxyholders will be able to participate in the meeting online, including asking questions and voting, provided they are connected to the internet and comply with all requirements set out in the Information Circular. Beneficial holders of Class A Shares who have not duly appointed and registered themselves as proxyholder will be able to attend the meeting online and ask questions, but will not be able to vote at the meeting. Registered holders of Class B Non-Voting Shares will be able to attend the meeting online and ask questions.

A rebroadcast of the meeting will also be available following the meeting at investors.rogers.com.

Should you have any questions related to this meeting or notice-and-access, please contact us at investor.relations@rci.rogers.com, at 647.435.6470 or toll free at 1.844.801.4792.

On peut obtenir le texte français de la circulaire d’information en communiquant avec les Relations aux investisseurs, au siège social de la Compagnie situé au 333 Bloor Street East, Toronto, Ontario M4W 1G9, ou par courriel à investor.relations@rci.rogers.com ou encore en téléphonant au 647.435.6470, ou sans frais au 1.844.801.4792.

By order of the Board of Directors,

 

Marisa Wyse

Corporate Secretary

Toronto, Ontario, Canada

March 9, 2023

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    5

Information Circular

Information is as of March 9, 2023 unless otherwise stated.

The management of Rogers Communications Inc. is soliciting the proxy of holders of Class A Voting Shares for use at the annual general meeting of shareholders to be held on April 26, 2023 (the meeting). We will pay the cost of proxy solicitation. The solicitation will be mainly by mail; however, we may solicit proxies by telephone, in writing, or in person by our directors, officers, or designated agents, at nominal cost.

In this document:

 

•

we, us, our, Rogers, RCI, and the Company refers to Rogers Communications Inc.;

 

•

you refers to a shareholder of Rogers Communications Inc.; and

 

•

circular means this information circular.

NOTICE-AND-ACCESS

Rogers is using the “notice-and-access” provisions of Canadian securities rules under National Instrument 54-101 — “Communication with Beneficial Owners of Securities of a Reporting Issuer” (NI 54-101) and National Instrument 51-102 — “Continuous Disclosure Obligations” (NI 51-102) for distribution of the meeting materials to shareholders. Under notice-and-access, Canadian companies are not required to distribute physical paper copies of certain annual meeting-related materials, such as information circulars and annual financial statements, unless specifically requested. Instead, they may post electronic versions of such material on a website for investor access and review and will make paper copies of such documents available upon request. Using notice-and-access directly benefits Rogers through a substantial reduction in both postage and material costs and also helps the environment through a substantial decrease in the amount of paper documents that are ultimately discarded. Shareholders who have already signed up for electronic delivery of shareholder materials will continue to receive them by e-mail. If you have not signed up for electronic delivery and wish to do so, Rogers encourages you to do so as instructed on the inside front cover of this circular.

WEBSITE WHERE INVESTOR MATERIALS ARE POSTED

Electronic copies of investor materials related to this meeting, including this circular and Rogers’ annual report to shareholders, which includes our 2022 audited financial statements, can be reviewed and downloaded from investors.rogers.com/corporate-governance/agm-materials or under the Rogers Communications Inc. profile on SEDAR at sedar.com or on EDGAR at sec.gov. The electronic copies of investor materials make searching for relevant sections and specific items much easier than finding such information in paper versions of these documents.

PAPER COPIES OF INVESTOR MATERIALS

Should you wish to receive paper copies of certain investor materials, please contact us at investor.relations@rci.rogers.com, at 647.435.6470, or toll free at 1.844.801.4792, prior to April 12, 2023 and we will send them, at no charge, within three business days, giving you sufficient time to receive the materials before the meeting and vote your proxy. Following the meeting, the documents will remain available at the website listed above for at least one year.

 

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Voting Information

REGISTERED SHAREHOLDERS

You are a registered shareholder if your shares are registered directly in your own name in the records of registered shareholders maintained for the Company by our Transfer Agent and Registrar, TSX Trust Company.

WHO CAN VOTE?

If you were a registered holder of Class A Voting Shares (Class A Shares) at the close of business in Toronto, Ontario on March 1, 2023 (the record date), you will be entitled to attend and vote those Class A Shares at the meeting (in person or online) or any adjournments or postponements of the meeting. If you were a registered holder of Class B Non-Voting Shares (Class B Non-Voting Shares) on the record date, you will be entitled to attend and ask questions at the meeting (in person or online) or any adjournments or postponements of the meeting, but will not be entitled to vote on any business. Voting is subject to certain restrictions described below. Shareholders wishing to attend the meeting in person will be required to produce a proxy, voter information form, or otherwise provide proof of share ownership to gain admission.

VOTING BY PROXY

If you are entitled to vote Class A Shares, you may appoint someone else to attend the meeting and cast your votes (a proxyholder).

Appointing a Proxyholder

If it is not convenient for you to attend the meeting, you may still and are encouraged to vote on the matters to be considered at the meeting in one of two ways:

 

1.

You may authorize the management representatives named on the enclosed proxy form to vote your Class A Shares. If you choose this option, there are four ways in which you can give your voting instructions:

 

•

Mail

Complete the enclosed proxy form by indicating how you want your shares voted. Sign, date, and return the proxy form in the envelope provided. The address for receiving proxies is Secretary of the Company, Rogers Communications Inc., c/o TSX Trust Company, P.O. Box 721, Agincourt, Ontario, M1S 0A1, Canada.

 

•

Telephone (Canada and the United States only)

Call the toll-free number on the enclosed proxy form using a touch-tone telephone and follow the voice instructions. Please have your control number ready to give your voting instructions on the telephone. This number is located on the bottom left of the enclosed proxy form. If your proxy form does not contain a control number, you will not be able to vote by telephone.

 

•

Internet

Follow the instructions on the enclosed proxy form in order to give your voting instructions online. Please have your proxy form with you when you are ready to proceed, as it contains the information you will need to give your voting instructions online.

 

•

Fax/E-mail

Complete the enclosed proxy form by indicating how you want your shares voted. Sign and date the proxy form. Fax both sides of the completed proxy form to TSX

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    7

Trust Company at 416.368.2502 or toll-free from Canada or the United States at 1.866.781.3111, or scan both sides and e-mail it to proxyvote@tmx.com.

or

 

2.

You may appoint another person to attend the meeting on your behalf and vote your Class A Shares. If you choose this option, you must strike out the preprinted names and print that person’s name in the blank space provided on the back of the enclosed proxy form, you may indicate how you want your shares voted and you must return your proxy by mail. To return your proxy by mail you must sign, date, and return the proxy form in the envelope provided. You may also appoint a second person to be your alternate proxyholder. Neither your proxyholder nor alternate proxyholder need be a shareholder. The person you appoint must participate in the meeting and vote on your behalf in order for your votes to be counted.

For your proxyholder to attend and vote online at the meeting you must also telephone TSX Trust Company at 1.866.751.6315 (within North America) or 647.252.9650 (outside North America), or by completing an online form at www.tsxtrust.com/control-number-request, by April 24, 2023 and provide TSX Trust Company with the required information for your proxyholder so that TSX Trust Company may provide the proxyholder with a 13-digit proxyholder control number. Such 13-digit proxyholder control number will differ from the control number set forth on your proxy and will allow your proxyholder to log in to and vote at the meeting online. Without a 13-digit proxyholder control number your proxyholder will only be able to log in to the meeting as a guest and will not be able to vote.

Unless you intend to attend and vote in person at the meeting or you or your duly appointed and registered proxyholder intends to attend and vote online at the meeting (see “Voting Online at the Meeting” below), please remember that your proxy or voting instructions must be received no later than 2:00 p.m. (Eastern Time) on April 25, 2023.

Your Voting Choices

You may instruct your proxyholder how you want to vote by marking the appropriate box or boxes on the proxy form. Your proxyholder must vote (or withhold from voting) your Class A Shares as you instruct, on any vote on a poll, and, if you specify a choice with respect to any matter to be acted upon, your Class A Shares will be voted accordingly. If you do not mark a box, your proxyholder may decide how to vote your Class A Shares.

If the management representatives named in the proxy form are your proxyholders, they will vote your Class A Shares as follows, unless you have marked the boxes with different choices:

 

•

FOR the election as directors of the proposed nominees shown in this circular

 

•

FOR the appointment of KPMG LLP as auditors

 

•

FOR management’s proposals generally

Amendments or New Business

On any amendments or variations proposed, or new business properly before the meeting, your proxyholder can decide how to vote your Class A Shares. Management is not aware of any amendments, variations, or other business.

 

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Changing Your Mind

You may revoke your proxy form:

 

•

by delivering a subsequent completed and signed proxy form, to supersede the original proxy vote, with a later date to either our registered office at 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada (Attention: Ms. Kareen Zimmer), or to the place identified above under Appointing a Proxyholder by 2:00 p.m. (Eastern Time) on April 25, 2023, or to the chair or scrutineer at the meeting before any vote (for which the proxy is to be used) is taken;

 

•

by delivering a written revocation to either our registered office at 2900-550 Burrard Street, Vancouver, British Columbia V6C 0A3, Canada (Attention: Ms. Kareen Zimmer), or to the place identified above under Appointing a Proxyholder by 2:00 p.m. (Eastern Time) on April 25, 2023, or to the chair or scrutineer at the meeting before any vote (for which the proxy is to be used) is taken;

 

•

by participating in the meeting and voting at the meeting;

 

•

as our Articles permit; or

 

•

as otherwise permitted by law.

VOTING ONLINE AT THE MEETING

Registered holders of Class A Shares and their duly appointed and registered proxyholders may vote online at the meeting by completing a ballot online during the meeting, as further described below under “How to Attend the Meeting Online”.

 

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BENEFICIAL OWNERS (NON-REGISTERED HOLDERS)

Only registered holders of Class A Shares or their proxyholders may vote at the meeting. In many cases, the Class A Shares are registered in the name of your representative, such as a broker, bank, trust company, or trustee, rather than in your name. As noted above, since Rogers is using notice-and-access, we are not mailing paper copies of information circulars and annual financial statements to shareholders unless specifically requested.

We are not sending notices of the meeting or proxy forms directly to non-objecting beneficial owners (NOBOs) as permitted under NI 54-101. Instead, we have distributed copies of the notice of meeting to the intermediaries for onward distribution to non-registered shareholders. Intermediaries are required to forward these materials, along with a voting instruction form to all non-registered shareholders for whom they hold shares unless they have waived the right to receive them. We do not pay for intermediaries to deliver proxy-related materials to objecting beneficial owners (OBOs).

Generally, non-registered shareholders who have not waived the right to receive meeting materials will receive a voting instruction form from their intermediary, or its agent on behalf of their intermediary, asking for their voting instructions. Non-registered shareholders who receive materials from their intermediary or their agent should complete the voting instruction form and submit it to them as instructed on the voting instruction form. The intermediary or its agent is responsible for tabulating the voting instructions it receives and providing appropriate instructions to our transfer agent, TSX Trust Company.

HOW DOES A NON-REGISTERED HOLDER OF CLASS A SHARES GIVE VOTING INSTRUCTIONS?

Your representative may have sent to you the notice of meeting, including a voting instruction form or a blank proxy form signed by the representative. You may provide your voting instructions by filling in the appropriate boxes. Please follow your representative’s instructions for signing and returning the applicable materials. Sometimes you may be allowed to give your instructions by Internet or telephone.

Non-registered holders of Class A Shares who have not duly appointed and registered themselves as proxyholder will not be able to vote at the meeting but will be able to attend the meeting and ask questions. This is because the Company and our transfer agent, TSX Trust Company, do not have a record of the non-registered holders of Class A Shares, and, as a result, will have no knowledge of their shareholdings or entitlement to vote unless they appoint themselves as proxyholder.

HOW DOES A NON-REGISTERED HOLDER OF CLASS A SHARES VOTE IN PERSON AT THE MEETING?

You can request your representative to appoint you as its proxyholder. Insert your own name as proxyholder on the voting instruction form or proxy form you received from your representative and then follow your representative’s instructions.

HOW DOES A NON-REGISTERED HOLDER OF CLASS A SHARES VOTE ONLINE AT THE MEETING?

If you are a non-registered holder of Class A Shares and wish to attend and vote online at the meeting, you can request your representative to appoint you as its proxyholder. Insert your own name as proxyholder on the voting instruction form or proxy form you received from your representative and then follow your representative’s instructions. YOU MUST also telephone TSX

 

10    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

Trust Company at 1.866.751.6315 (within North America) or 647.252.9650 (outside North America), or by completing an online form at www.tsxtrust.com/control-number-request, by April 24, 2023 and provide TSX Trust Company with the required information so that TSX Trust Company may provide you with a 13-digit proxyholder control number. Such 13-digit proxyholder control number will allow you to log in to and vote at the meeting. Without a 13-digit proxyholder control number you will only be able to log in to the meeting as a guest and will not be able to vote.

CHANGING YOUR MIND AS A NON-REGISTERED HOLDER

As a non-registered holder of Class A Shares, you may change your voting instructions or decide to vote at the meeting by giving written notice to your representative. However, your representative may not be able to act unless it receives written notice from you at least seven days before the meeting.

HOW TO ATTEND THE MEETING ONLINE

Rogers is holding the meeting as an in-person and online (hybrid) meeting. Attending the meeting online enables registered holders of Class A Shares and duly appointed and registered proxyholders, including non-registered holders of Class A Shares who have duly appointed and registered themselves as proxyholder, to attend the meeting online and ask questions. Registered holders of Class A Shares and duly appointed and registered proxyholders can also vote online at the appropriate times during the meeting.

Guests, including non-registered holders of Class A Shares who have not duly appointed and registered themselves as proxyholder, can log in to the meeting as set out below. Guests can attend the meeting online and ask questions, but are not able to vote.

Log in online at https://web.lumiagm.com/462338032. We recommend that you log in at least one hour before the meeting starts.

Click “Login” and then enter your 13-digit control number or 13-digit proxyholder control number, as applicable, (see below) and Password “rogers2023” (case sensitive).

OR

Click “Guest” and then complete the online form.

Registered shareholders: The control number located on the form of proxy you received is your control number.

Duly appointed and registered proxyholders: TSX Trust Company will provide the proxyholder with a 13-digit proxyholder control number after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described above.

If you attend the meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote when balloting commences. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to check into the meeting online and complete the related procedure.

HOW VOTES ARE COUNTED

CLASS A SHARES

Each Class A Share is entitled to 50 votes on a poll.

 

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RESTRICTIONS ON THE TRANSFER, VOTING, OWNERSHIP, AND ISSUE OF SHARES

We have ownership interests in several Canadian entities licensed or authorized to operate under applicable communications laws (the Laws) including the:

 

•

Telecommunications Act (Canada);

 

•

Broadcasting Act (Canada); and

 

•

Radiocommunication Act (Canada).

The Laws have foreign ownership limits (the Limits) for various classes of licensed or authorized entities. You can obtain a copy of the Limits from our Corporate Secretary.

The Laws also impose a number of restrictions on changes in effective control of licensees or authorized entities, and the transfer of licences held by them. Our Articles therefore impose restrictions on the issue and transfer of our shares and the exercise of voting rights to ensure that we, and any Canadian corporation in which we have any interest, are:

 

•

qualified to hold or obtain any telecommunications, cable television, or broadcasting licence or authorized to operate a similar entity under the Laws; and

 

•

not in breach of the Laws or any licences issued to us or to any of our Canadian subsidiaries, associates, or affiliates under the Laws.

If our Board of Directors (the Board) considers that our ability or our subsidiaries’ abilities to hold and obtain licences, or to remain in compliance with the Laws, may be in jeopardy, the Board may invoke the restrictions in our Articles on the transfer, voting, and issuance of our shares.

OUTSTANDING SHARES AND MAIN SHAREHOLDERS

On February 24, 2023, 111,152,011 Class A Shares and 393,773,306 Class B Non-Voting Shares were issued and outstanding. Voting control of RCI is held by the Rogers Control Trust and, as a result, the Rogers Control Trust is able to elect all members of the Board and to control the vote on most matters submitted to shareholders, whether through a shareholder meeting or a written consent resolution. The information below regarding the Rogers Control Trust and the estate arrangements of the late Ted Rogers has been provided to RCI by representatives of the estate.

The trustee of the Rogers Control Trust (the Trustee) is the trust company subsidiary of a Canadian chartered bank and members of the family of the late Ted Rogers are beneficiaries. As at February 24, 2023, the Rogers Control Trust and private Rogers family holding companies controlled by the Rogers Control Trust together owned 108,403,398 Class A Shares, representing approximately 97.53% of the outstanding Class A Shares, and 38,938,700 Class B Non-Voting Shares, representing approximately 9.89% of the outstanding Class B Non-Voting Shares.

The Rogers Control Trust holds voting control of RCI for the benefit of successive generations of the family of the late Ted Rogers. The equity of the private Rogers family holding companies is owned by members of the Rogers family and trusts for their benefit.

The governance structure of the Rogers Control Trust comprises the Control Trust Chair, the Control Trust Vice-Chair, the Trustee, and a committee of advisors appointed in accordance with the estate arrangements from among members of the Rogers family, individual trustees of a trust for the benefit of Rogers family members, and other individuals (the Advisory Committee).

The Control Trust Chair has responsibility under the estate arrangements as representative of the controlling shareholder. The Control Trust Chair’s duties also include liaising with Rogers family members and the voting of proxies in respect of the Class A Shares held by the private Rogers family holding companies. The Control Trust Chair has the duty to vote the proxies on the election of directors of RCI and to approve, disapprove, or otherwise use reasonable efforts to

 

12    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

influence other matters affecting RCI, in each case in his or her discretion, subject to the obligations imposed on the Control Trust Chair under the estate arrangements and the authority of the Advisory Committee as described in more detail below. The Control Trust Vice-Chair assists the Control Trust Chair in the performance of his or her duties. Both the Control Trust Chair and the Control Trust Vice-Chair are accountable to the Advisory Committee. Currently, Edward S. Rogers is the Control Trust Chair and Melinda M. Rogers-Hixon is the Control Trust Vice-Chair.

The Control Trust Chair is obligated to vote the proxies in respect of the Class A Shares held by the private Rogers family holding companies so as to elect as directors of RCI those individuals serving from time to time as Control Trust Chair, Control Trust Vice-Chair, individual trustees of a trust for the benefit of Rogers family members, and the chief executive officer of the private Rogers family holding companies. A majority of those individuals are currently serving as directors of RCI.

The Control Trust Chair is also obligated to use reasonable efforts to procure the appointment of the Control Trust Chair and the Control Trust Vice-Chair to the Finance and Nominating Committees of the Board (with the Control Trust Chair appointed as chair of these committees). In addition, the estate arrangements provide that the Control Trust Chair should be a senior officer of RCI, such as the Chair or Deputy Chair of the Board, or a member of senior management of RCI.

The Advisory Committee is responsible for the appointment and removal of the Control Trust Chair and the Control Trust Vice-Chair (with preference being given to members of the Rogers family in accordance with the order of priority set out in the estate arrangements), the approval on behalf of the Rogers Control Trust of certain significant transactions affecting RCI, including any transaction that would result in a change of control of RCI or any of its material subsidiaries or the sale by any of them of all or substantially all of its assets, or the acquisition by any of them of significant assets, and the imposition of conditions, if any, on the voting of proxies by the Control Trust Chair. Decisions of the Advisory Committee generally require approval by two-thirds of its members and the concurrence of the Trustee. The current members of the Advisory Committee are: Lisa A. Rogers, Edward S. Rogers, Melinda M. Rogers-Hixon, Martha L. Rogers, and David A. Robinson (Rogers family members); Thomas I. Hull and John H. Tory (trustees of a trust for the benefit of Rogers family members); and Philip B. Lind.

The Trustee is responsible for the administration of the Rogers Control Trust. Its responsibilities include appointing individuals as Control Trust Chair, Control Trust Vice-Chair, and Advisory Committee members in accordance with the estate arrangements, executing proxies in favour of the Control Trust Chair, imposing conditions on the voting of proxies as directed by the Advisory Committee, and preparing reports for the Advisory Committee on the stewardship of the Control Trust Chair and the performance of the Rogers group of companies.

The Rogers Control Trust satisfies the Limits that apply to RCI and its regulated subsidiaries.

RESTRICTED SHARE DISCLOSURE

Holders of Class B Non-Voting Shares are entitled to receive notice of and to attend meetings of our shareholders, but, except as required by law or as stipulated by stock exchanges, are not entitled to vote at such meetings. If an offer is made to purchase outstanding Class A Shares, there is no requirement under applicable law or the Company’s constating documents that an offer be made for the outstanding Class B Non-Voting Shares and there is no other protection available to holders of Class B Non-Voting Shares under the Company’s constating documents. If an offer is made to purchase both Class A Shares and Class B Non-Voting Shares, the offer for the Class A Shares may be made on different terms than the offer to the holders of Class B Non-Voting Shares.

Further information as to our capital structure is contained in Note 24 to our 2022 Audited Consolidated Financial Statements.

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    13

Business of the Meeting

1. ELECTION OF DIRECTORS

In accordance with our Articles, the Board has set the number of directors to be elected at the meeting at 13. All of the current directors retire at the meeting but are eligible for re-election. Unless their office is vacated in accordance with applicable laws or the Articles, each director elected at the meeting will hold office until the next annual general meeting of the shareholders of the Company or until their successor is elected or appointed.

Holders of Class A Shares vote for individual directors. The Board has adopted a majority voting policy, a copy of which is available in the “Corporate Governance” section of the Company’s website under “Articles & Corporate Governance Documents” at investors.rogers.com/corporate-governance.

We do not currently have a mandatory retirement policy for our directors. The management representatives named in the enclosed proxy form intend (subject to contrary instructions) to vote FOR the election of the 13 proposed nominees.

THE PROPOSED NOMINEES

This section provides information on each person nominated by management for election as a director.

 

Jack L. Cockwell, C.M. Age: 82 Toronto, Ontario, Canada Director since: 2021 (1 year) Independent

Mr. Cockwell is Chair of Brookfield Partners Foundation, was one of the founders of Partners Limited in 1995, and has been associated with Brookfield in numerous capacities, including as Chief Executive Officer, since 1968. Mr. Cockwell is a Heritage Governor of the Royal Ontario Museum. He is also an honorary member of the Toronto Metropolitan University’s Board of Governors. Mr. Cockwell holds a M.Comm with Distinction from the University of Cape Town.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

18 of 18

100%

Brookfield Asset Management Inc.

Audit and Risk

5 of 5

100%

(TSX/NYSE: BAM)

Corporate Governance

3 of 3

100%

Human Resources

9 of 9

100%

Combined Total

35 of 35

100%

Top Skills and Experience1: CEO/Senior Management, Corporate Social Responsibility, Finance/M&A/Strategy, Human Resources

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

Nil

5,000

Nil

$333,000

n/a

n/a

n/a

2023

Nil

5,000

Nil

$326,700

6.0

Yes3

3.0

Change

–

–

–

($6,300)

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,629,737

10,476

108,640,213

Percentage of votes

99.990%

0.010%

100%

 

14    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

Michael J. Cooper Age: 62 Toronto, Ontario, Canada Director since: 2021 (1 year) Independent

Mr. Cooper is the President and Chief Responsible Officer of Dream Unlimited Corp. and founder of Dream Asset Management Corporation (DAM). He is also the Chair and Chief Executive Officer of Dream Office Real Estate Investment Trust. Mr. Cooper helped found DAM in 1996 and continues to lead the business as President and Chief Responsible Officer. Mr. Cooper was also involved in the formation of Dream Global Real Estate Investment Trust, previously a TSX-listed real estate investment trust, the assets and subsidiaries of which were sold in 2019. Mr. Cooper holds a LL.B from the University of Western Ontario and a M.B.A. from York University.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

14 of 18

78%

Dream Industrial Real Estate Investment Trust

Combined Total

14 of 18

78%

(TSX: DIR)

Dream Unlimited Corp.

(TSX: DRM)

Dream Office Real Estate Investment Trust

(TSX: D)

Top Skills and Experience1: CEO/Senior Management, Corporate Social Responsibility, Human Resources, Outside Boards

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

Nil

Nil

Nil

n/a

n/a

n/a

n/a

2023

Nil

Nil

2,093

$137,643

6.0

Yes3

1.3

Change

–

–

2,093

$137,643

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,605,457

34,756

108,640,213

Percentage of votes

99.968%

0.032%

100%

 

Ivan Fecan Age: 69 Vancouver, British Columbia, Canada Director since: 2021 (1 year) Independent

Mr. Fecan is a Canadian media executive and producer. He was the President and CEO of Baton Broadcasting and its successors, CTV Inc. and CTVglobemedia, from 1996 to 2011. Previously, he was VP of English TV at the CBC and VP of Creative Development at NBC. Most recently he was the Executive Chair of Thunderbird Entertainment Group Inc. Mr. Fecan serves on the boards of the University Health Network Foundation and the Council for Canadian American Relations. Mr. Fecan holds a B.A. from York University.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

18 of 18

100%

Nil

Audit and Risk

5 of 5

100%

Human Resources

9 of 9

100%

Combined Total

32 of 32

100%

Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Human Resources, Telecommunications/Media

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

1,000

10,000

606

$773,585

n/a

n/a

n/a

2023

1,000

10,000

5,120

$1,055,448

6.0

Yes3

9.6

Change

–

–

4,514

$281,863

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,629,387

10,826

108,640,213

Percentage of votes

99.990%

0.010%

100%

 

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    15

Robert J. Gemmell Age: 66 Oakville, Ontario, Canada Director since: 2017 (6 years) Independent

Mr. Gemmell was appointed as Lead Director of the Company in November 2021. Now retired, Mr. Gemmell spent 25 years as an investment banker in the United States and in Canada. Most recently, he was President and Chief Executive Officer of Citigroup Global Markets Canada and its predecessor companies (Salomon Brothers Canada and Salomon Smith Barney Canada) from 1996 to 2008. In addition, he was a member of the Global Operating Committee of Citigroup Global Markets from 2006 to 2008. Mr. Gemmell holds a B.A. from Cornell University, a LL.B from Osgoode Hall Law School, and a M.B.A. from the Schulich School of Business.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

18 of 18

100%

Agnico Eagle Mines Limited

Audit and Risk

5 of 5

100%

(TSX/NYSE: AEM)

Corporate Governance

3 of 3

100%

Finance

10 of 10

100%

Nominating

2 of 2

100%

Combined Total

38 of 38

100%

Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Human Resources, Outside Boards

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

Nil

15,007

19,038

$2,266,243

6.0

Yes

20.6

2023

Nil

15,007

26,000

$2,690,584

6.0

Yes

24.5

Change

–

–

6,962

$424,341

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,621,338

18,875

108,640,213

Percentage of votes

99.983%

0.017%

100%

 

Jan L. Innes Age: 66 Toronto, Ontario, Canada Director since: 2021 (1 year) Independent

Ms. Innes is a board director and public affairs specialist. Ms. Innes spent most of her career at Rogers Communications. She joined Rogers in 1995 as Vice President, Communications, and in 2011 became Vice President, Government Relations. Ms. Innes retired from Rogers in 2015. Prior to joining Rogers, Ms. Innes was Vice President of Public Affairs at Unitel Communications Inc. Previously, Ms. Innes held senior political staff positions at both Queen’s Park in Toronto and Parliament Hill in Ottawa. Ms. Innes sits on the Board of Directors of the Rogers Group of Funds. Ms. Innes holds a B.A. (Honours) from the University of Toronto and in 2014, completed the Directors Education Program at the Rotman School of Management receiving the ICD.D designation.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

18 of 18

100%

Nil

ESG

3 of 3

100%

Human Resources

9 of 9

100%

Nominating

2 of 2

100%

Pension3

3 of 3

100%

Combined Total

35 of 35

100%

Top Skills and Experience1: CEO/Senior Management, Corporate Social Responsibility, Government/Regulatory Affairs, Outside Boards

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

Nil

969

550

$101,110

n/a

n/a

n/a

2023

Nil

969

2,661

$238,302

6.0

Yes3

2.2

Change

–

–

2,111

$137,192

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,631,912

8,301

108,640,213

Percentage of votes

99.992%

0.008%

100%

 

16    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

John (Jake) C. Kerr, C.M.,O.B.C Age: 78 Vancouver, British Columbia, Canada Director since: 2021 (1 year) Independent

Mr. Kerr is a Canadian executive. Mr. Kerr was the owner and managing partner of Lignum Forest Products, LLP from 2008 to 2015, and he was Chair and CEO of Lignum Ltd. from 1972 to 2005. Mr. Kerr is the majority owner and managing partner of Vancouver Professional Baseball LLP. He acquired the Vancouver Canadians Baseball Club in 2005. He is Chancellor Emeritus of Emily Carr University of Art + Design and past Chair of the Vancouver Foundation. Mr. Kerr is the Chair of Mosaic Forest Management and is a member of the Chief Executives Organization. Mr. Kerr received a B.A. from the University of British Columbia and a M.B.A. from the University of California, Berkeley. He is a recipient of the Order of Canada and the Order of British Columbia.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

16 of 18

89%

Nil

Corporate Governance

3 of 3

100%

Combined Total

19 of 21

90%

Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Human Resources

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

Nil

1,673

481

$143,425

n/a

n/a

n/a

2023

Nil

1,673

4,496

$405,010

6.0

Yes3

3.7

Change

–

–

4,015

$261,585

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,596,806

43,407

108,640,213

Percentage of votes

99.960%

0.040%

100%

 

Dr. Mohamed Lachemi Age: 60 Mississauga, Ontario, Canada Director since: 2022 (1 year) Independent

Dr. Lachemi has been President and Vice-Chancellor of Toronto Metropolitan University since April 2016. Since joining Toronto Metropolitan University in 1998 as professor of civil engineering, Dr. Lachemi has served in progressively senior roles, including Dean of the Faculty of Engineering and Architecture Science, and Provost (COO) and Vice President Academic. Dr. Lachemi is the Chair of the Finance Committee of Universities Canada, a Fellow of the Canadian Society for Civil Engineering, a Fellow of the Canadian Academy of Engineering, and a board member of Trillium Health Partners. Dr. Lachemi also serves as a board member of Hackergal and DMZ Ventures. He is the past Chair of the Council of Ontario Universities and COU Holding Association Inc. and was a member of the NRC Council from 2018 to 2021. Dr. Lachemi holds a M.A.Sc. and Ph.D. from the University of Sherbrooke and a B.Sc. in Civil Engineering from the University of Science and Technology of Oran, Algeria.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

11 of 11

100%

Nil

Corporate Governance

1 of 1

100%

Pension

2 of 2

100%

Combined Total

14 of 14

100%

Top Skills and Experience1: CEO/Senior Management, Government/Regulatory Affairs, Public Sector, Technology/IT

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

Nil

Nil

n/a

n/a

n/a

n/a

n/a

2023

Nil

Nil

2,093

$137,643

6.0

Yes3

1.3

Change

–

–

2,093

$137,643

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,633,252

6,961

108,640,213

Percentage of votes

99.994%

0.006%

100%

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    17

Philip B. Lind, C.M. Age: 79 Toronto, Ontario, Canada Director since: 1979 (44 years) Non-Independent

Mr. Lind serves as Vice Chair of Rogers and is a member of the Advisory Committee of the Rogers Control Trust4. Mr. Lind joined the Company in 1969 as Programming Chief and has served as Secretary of the Board and Senior Vice President, Programming and Planning. Mr. Lind is also Chairman of the Board of the CCPTA (Channel 17, WNED) and a director of the Atlantic Salmon Federation, Art Gallery of Ontario, The US Cable Center, Denver, and the Albright Knox Foundation Canada. Mr. Lind holds a B.A. (Political Science and Sociology) from the University of British Columbia and a M.A. (Political Science) from the University of Rochester. In 2002, he received a LL.D, honoris causa, from the University of British Columbia as well as in 2016 he was awarded the UBC Alumni Award of Distinction. In 2002, Mr. Lind was appointed to the Order of Canada. In 2012, he was inducted into the U.S. Cable Hall of Fame, the third Canadian to be so honoured.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

18 of 18

100%

Nil

ESG

3 of 3

100%

Finance

6 of 8

75%

Combined Total

27 of 29

93%

Top Skills and Experience1: CEO/Senior Management, Corporate Social Responsibility, Government/Regulatory Affairs, Telecommunications/Media

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

380,520

926

–

$25,659,252

6.0

Yes

233.3

2023

380,520

926

–

$24,908,461

6.0

Yes

226.4

Change

–

–

–

($750,791)

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,611,790

28,423

108,640,213

Percentage of votes

99.974%

0.026%

100%

 

David A. Robinson Age: 57 Toronto, Ontario, Canada Director since: 2022 (1 year) Independent

Mr. Robinson is Chief Commercial Officer of Foghorn Payments Inc., a Canadian payment processing service provider for businesses. Mr. Robinson joined Rogers in 1990 and served in progressively more senior roles over his 30-year career at the Company. From August 2015 to June 2019, Mr. Robinson served as President and Chief Executive Officer of Rogers Bank. As SVP, Financial Services, Rogers Communications from 2014 to 2015, Mr. Robinson provided executive sponsorship of financial services efforts at Rogers, including Rogers Bank, the Today’s Shopping Choice private label credit card program, as well as the Company’s investments in its mobile-payment joint ventures, Enstream and Suretap. As VP Emerging Businesses, Rogers Communications from 2009 to 2014, Mr. Robinson developed the business plan and led the team that applied for Rogers’ banking licence. As VP, Business Implementation, CTO Office, Rogers Communications from 2003 to 2007, Mr. Robinson co-founded the shared network joint venture Inukshuk Wireless Partnership. Mr. Robinson was also one of the earliest leaders in the nascent days of mobile data at Rogers Wireless from 2000 to 2003, including developing the first business plan for monetization of the then-new GPRS-based packet-data network. From 1990 to 2000, Mr. Robinson held various roles at the Company, including VP, Financial Planning and Investor Relations. Mr. Robinson is a member of the Advisory Committee of the Rogers Control Trust4. Mr. Robinson holds a B.A. (Honours) from Queen’s University, a M.B.A. from the University of Western Ontario, and in 2021, completed the Directors Education Program at the Rotman School of Management, receiving the ICD.D designation.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

11 of 11

100%

Mobi724 Global Solutions Inc.

Audit and Risk

2 of 2

100%

(TSXV: MOS)

Human Resources

4 of 4

100%

Everyday People Financial Corp.

(CVE: EPF)

Combined Total

17 of 17

100%

Top Skills and Experience1: CEO/Senior Management, Financial Services, Technology/IT, Telecommunications/Media

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

Nil

Nil

n/a

n/a

n/a

n/a

n/a

2023

Nil

Nil

2,093

$137,643

6.0

Yes3

1.3

Change

–

–

2,093

$137,643

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,616,393

23,820

108,640,213

Percentage of votes

99.978%

0.022%

100%

 

18    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

Edward S. Rogers5 Age: 53 Toronto, Ontario, Canada Director since: 1997 (26 years) Non-Independent

Mr. Rogers has served as Chair of the Board of RCI since January 2018. Prior to that, he served as Deputy Chair of RCI from September 2009. Mr. Rogers is also Chair of Rogers Bank, Chair of the Toronto Blue Jays and is on the Board of Directors of Maple Leaf Sports & Entertainment and Cablelabs. He is the Rogers Control Trust Chair4. Mr. Rogers served in various management positions at Rogers Communications for over twenty years, including as President & CEO of Rogers Cable Inc. from 2003 to 2009. After graduating from the University of Western Ontario, Mr. Rogers spent three years with Comcast Corporation. Mr. Rogers was a member of the Economic Council of Canada from 2010 to 2013.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

18 of 18

100%

Nil

Finance

10 of 10

100%

Nominating

2 of 2

100%

Combined Total

30 of 30

100%

Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Outside Boards, Telecommunications/Media

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk  as Multiple of  the applicable  Cash Retainer

2022

5,000

1,820,816

–

$121,602,696

6.0

Yes

243.2

2023

5,000

1,825,494

–

$119,604,278

6.0

Yes

239.2

Change

–

4,678

–

($1,998,418)

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,603,917

36,296

108,640,213

Percentage of votes

99.967%

0.033%

100%

 

Martha L. Rogers5 Age: 50 Toronto, Ontario, Canada Director since: 2008 (15 years) Non-Independent				Ms. Rogers is a member of the Advisory Committee of the Rogers Control Trust4 and previously served as a director of Rogers Wireless Communications Inc. and Rogers Media Inc. She holds a Doctor of Naturopathic Medicine degree from the Canadian College of Naturopathic Medicine and a B.A. from the University of Western Ontario. Ms. Rogers serves on several charitable boards including as Chair of The Rogers Foundation, and as a director of the Canadian Lyford Cay Foundation.
				Board/Committee Membership				Attendance 2022				Public Board Memberships (Exchange:Symbol)
				Board				11 of 11		100%		Nil
				ESG				3 of 3		100%
				Combined Total				14 of 14		100%
				Top Skills and Experience1: Corporate Social Responsibility, Outside Boards, Telecommunications/Media
Equity Ownership
Year		Class A Shares2		Class B Non-Voting Shares2		Deferred Share Units2		Equity at Risk2		Minimum Shareholding Requirements (multiple of annual retainer)		Meets Requirements		Equity at Risk   as Multiple of   the applicable   Cash Retainer
2022		200		1,114,639		40,011		$76,910,751		6.0		Yes		699.2
2023		200		1,117,766		41,332		$75,766,287		6.0		Yes		688.8
Change		–		3,127		1,321		($1,144,464)
Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:
										Voted for		Withheld		Total Voted
Number of Class A Shares voted										108,617,541		22,672		108,640,213
Percentage of votes										99.979%		0.021%		100%

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    19

Melinda M. Rogers- Hixon5 Age: 52 Toronto, Ontario, Canada Director since: 2002 (21 years) Non-Independent				Ms. Rogers-Hixon has served as Deputy Chair of the Board of Directors of Rogers Communications since January 2018, and as Vice Chair of Rogers Control Trust4 since 2008. Ms. Rogers-Hixon was also appointed a director of Rogers Bank on December 31, 2017. Ms. Rogers-Hixon held progressively senior roles at Rogers after joining the company in 2000. Most recently, she was Founder of Rogers Venture Partners from 2011 to 2018. Ms. Rogers-Hixon is a founding partner of Generation Trust Advisors, a global consultancy with a specialty in family enterprises, serves as Chair of The Jays Care Foundation, and as a Director of Maple Leaf Sports and Entertainment, Bombardier Inc., Rogers Bank, Huron University College, University Health Network Foundation and as a Leadership Board Member of Cleveland Clinic International and Trustee at The Bishop Strachan School. Ms. Rogers-Hixon holds a B.A. from the University of Western Ontario and a M.B.A. from Joseph L. Rotman School of Management at the University of Toronto. Ms. Rogers-Hixon was awarded an honorary doctorate from Huron University College at Western University in November 2018.
				Board/Committee Membership						Attendance 2022						Public Board Memberships (Exchange:Symbol)
				Board						11 of 11			100%			Bombardier Inc.
				Finance						3 of 3			100%			(TSX: BBD)
				Nominating						2 of 2			100%
				Pension						3 of 3			100%
				Combined Total						19 of 19			100%
				Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Outside Boards, Telecommunications/Media
Equity Ownership
Year		Class A Shares2		Class B Non-Voting Shares2			Deferred Share Units2			Equity at Risk2			Minimum   Shareholding   Requirements   (multiple   of annual   retainer)			Meets Requirements		Equity at Risk   as Multiple of   the applicable   Cash Retainer
2022		200		1,114,681			5,380			$74,609,198			6.0			Yes		298.4
2023		200		1,116,935			5,558			$73,359,120			6.0			Yes		293.4
Change		–		2,254			178			($1,250,078)
Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:
													Voted for			Withheld		Total Voted
Number of Class A Shares voted													108,617,741			22,472		108,640,213
Percentage of votes													99.979%			0.021%		100%

 

Tony Staffieri Age: 58 Toronto, Ontario, Canada Director since: 2022 (1 year) Non-Independent

Mr. Staffieri has served as President and Chief Executive Officer of RCI since January 2022. After joining Rogers in April 2012 as Chief Financial Officer, Mr. Staffieri also served as Interim President and Chief Executive Officer of the Company from November 2021 to January 2022. Prior to joining Rogers, Mr. Staffieri held senior executive positions with Bell Canada Enterprises and Celestica International Inc. and was a Partner with PricewaterhouseCoopers. Mr. Staffieri also serves as Chair of the Board of Governors for Toronto Metropolitan University and is a Board Director of Maple Leaf Sports & Entertainment (MLSE). He is a Fellow Chartered Professional Accountant and Fellow Chartered Accountant. Mr. Staffieri holds a B.B.A. from the Schulich School of Business.

Board/Committee Membership

Attendance 2022

Public Board Memberships (Exchange:Symbol)

Board

18 of 18

100%

Nil

Combined Total

18 of 18

100%

Top Skills and Experience1: CEO/Senior Management, Finance/M&A/Strategy, Technology/IT, Telecommunications/Media

Equity Ownership

Year

Class A Shares2

Class B Non-Voting Shares2

Deferred Share Units2

Equity at Risk2

Minimum Shareholding Requirements (multiple of annual retainer)

Meets Requirements

Equity at Risk   as Multiple of   the applicable   Cash Retainer

2022

Nil

1,468

124,532

n/a*

n/a*

n/a*

n/a*

2023

Nil

1,468

128,643

n/a*

n/a*

n/a*

n/a*

Change

–

–

4,111

* Mr. Staffieri is subject to share ownership requirements in his capacity as an employee of the Company. See “Share Ownership Requirements” under “Compensation Risk Oversight and Governance” below.

Voting Results of the Annual General Meeting of Shareholders held April 20, 2022:

Voted for

Withheld

Total Voted

Number of Class A Shares voted

108,612,048

28,165

108,640,213

Percentage of votes

99.974%

0.026%

100%

 

 

20    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

Attendance records exclude meetings not attended by certain directors where a conflict or potential conflict relating to the Shaw Transaction, as defined below, may have existed.

1	For further information and definitions, see “Board Skills Matrix”.

2

2023 holdings are as at February 24, 2023; 2022 holdings were as at February 22, 2022. Equity at Risk is determined by adding the value of Class A Shares, Class B Non-Voting Shares, and DSUs (as defined below) beneficially owned. Certain directors have control or direction over Class B Non-Voting Shares that are not reported here and are not included in the determination of Equity at Risk. The value of the Class A Shares and Class B Non-Voting Shares is determined with reference to the closing price for those shares on the Toronto Stock Exchange on February 24, 2023, which were $65.30 and $65.34, respectively. The value of DSUs is the fair market value of a DSU on February 24, 2023, calculated based on the weighted average trading price of the Class B Non-Voting Shares on the Toronto Stock Exchange for the five trading days before February 24, 2023, which was $65.77. For 2022, Equity at Risk was calculated using the value of the Class A Shares and Class B Non-Voting Shares determined on February 22, 2022, which were $67.27 and $66.60, respectively, and using the fair market value of a DSU calculated based on the weighted average trading price of the Class B Non-Voting Shares on the Toronto Stock Exchange for the five trading days before February 22, 2022, which was $66.54.

3	Mr. Cockwell, Mr. Cooper, Ms. Innes, Mr. Kerr, Dr. Lachemi and Mr. Robinson have five years from initial election to the Board to attain the required ownership. For additional information, see “Share Ownership Requirements” under “Director Compensation”.

4	Voting control of the Company is held by the Rogers Control Trust. For additional information, see “Outstanding Shares and Main Shareholders”.

5	Each of Mr. Rogers, Ms. Rogers and Ms. Rogers-Hixon are immediate family members of each other and members of the family of the late Ted Rogers. For additional information, see “Outstanding Shares and Main Shareholders”.

Each of the proposed nominees is now a director and has been a director since the date indicated above. Information as to shares beneficially owned by each proposed nominee or over which each proposed nominee exercises control or direction, directly or indirectly, not being within our knowledge, has been furnished by the respective proposed nominees individually.

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    21

2. APPOINTMENT OF AUDITORS

KPMG LLP was re-appointed at our Annual General Meeting of the Shareholders of the Company on April 20, 2022.

Upon the recommendation of the Audit and Risk Committee and approval by the Board, it is proposed that KPMG LLP be re-appointed as auditors of the Company. The management representatives named in the enclosed proxy form intend (subject to contrary instructions) to vote FOR the appointment of KPMG LLP as auditors to act until the next Annual General Meeting.

The following table presents the amount of fees for professional services rendered by KPMG LLP for the audit of the annual financial statements and fees billed for other services rendered by KPMG LLP.

 

 

1

Consists of fees related to audits of annual financial statements, involvement with registration statements and other filings with various regulatory authorities, quarterly reviews of interim financial statements, audits and reviews of subsidiaries for statutory or regulatory reporting, and consultations related to accounting matters impacting the consolidated financial statements.

2	Consists primarily of pension plan audits, French translation of certain filings with regulatory authorities, other assurance engagements, and due diligence services in respect of potential acquisitions and divestitures.

3	Consists of fees for tax consultation and compliance services, including indirect taxes.

4	Consists of fees for advisory services related to the proposed acquisition of Shaw Communications Inc. (Shaw).

 

22    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

Executive Compensation

HUMAN RESOURCES COMMITTEE LETTER TO SHAREHOLDERS

On behalf of the Human Resources Committee and the Board, this letter and report provides an update on our approach to Executive Compensation, including achievement for 2022 and related remuneration decisions. The Committee continues its commitment to aligning the compensation of a high performing executive team with corporate results and the shareholder experience, thereby ensuring “pay-for-performance”. The current incentive programs are purposely designed to reward absolute and relative performance over the near and long term and to drive shareholder value creation. In partnership with the CEO and management team, we will continue to ensure executive compensation outcomes align with the delivery of business results that enable sustainable long-term profitable growth. Further details are provided in the “Compensation Discussion & Analysis” section.

KEY PERFORMANCE DRIVERS

For 2022, management and the Committee identified key market-leading performance targets in revenue growth and profit underpinned by four key priorities:

 

		Successfully complete the Shaw acquisition
		Invest in our networks to deliver world-class connectivity to Canadian consumers and business
		Invest in our customer experience to deliver timely, high-quality customer service consistently to our customers
		Improve execution and deliver strong financial performance across all lines of business

 

By year end, Rogers had made meaningful progress against all of these priorities, including:

 

•

Generated free cash flow excluding Shaw financing1 of $1,985 million, up 19%, and cash provided by operating activities of $4,493 million, up 8%.

 

•

Entered into a definitive agreement with Shaw and Quebecor Inc. (Quebecor) for the sale of Freedom Mobile Inc. (Freedom) to Quebecor.

 

•

Successfully obtained financing of $13 billion to fund the acquisition of Shaw (Shaw Transaction), including the largest cross-border financing in Canadian history.

 

•

Invested a record $3.1 billion in capital investments in Canada, the majority of which was invested in our networks to improve the lives of Canadians.

 

•

First major provider in Canada to launch a new Wi-Fi modem with Wi-Fi 6E, currently the world’s most powerful Wi-Fi technology, and introduced premium Ignite Internet with 8 Gbps symmetrical speeds in certain areas.

 

•

Generated total service revenue of $13,305 million, up 6%; adjusted EBITDA1 of $6,393 million, up 9%; and net income of $1,680 million, up 8%.

 

 

1

Adjusted EBITDA is a total of segments measure. Free cash flow excluding Shaw financing is a non-GAAP financial measure. See “Non-GAAP and Other Financial Measures” in our 2022 Management’s Discussion and Analysis (MD&A), available at www.sedar.com, for more information about each of these measures. These are not standardized financial measures under International Financial Reporting Standards (IFRS) and might not be comparable to similar financial measures disclosed by other companies.

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    23

These results were achieved against a backdrop that included intense market competition and a major network outage. In addition, these results were delivered in an environment where management dedicated significant energy to closing the critical Shaw Transaction. Despite these challenges, across critical valuation metrics such as financial growth and customer share gains, we went from consistently ranking second or third against our competitors over the past few years to now ranking first on the vast majority of these important metrics throughout the year. The decisions outlined in the “Summary Compensation Table” reflect these achievements and are designed to both reward for 2022 and to incentivize ongoing performance in 2023 and beyond.

2022 SHORT-TERM INCENTIVE AWARDS

Our incentive plans track performance across key Financial, Customer and Network metrics. The implications associated with the July outage were included in the bonus calculation, substantially reducing payout levels from what they otherwise would have been. The Committee reviewed the results in concert with the 2022 business goals (as highlighted in our achievements above) and approved an overall corporate performance score of 132.7%. See additional detail provided later in “Compensation Decisions for 2022-2023”.

CEO APPOINTMENT & 2022 COMPENSATION

In 2022, we appointed a new President and Chief Executive Officer, Tony Staffieri, and finalized the terms of his employment agreement. which can be found in the “Summary Compensation Table”. Mr. Staffieri’s compensation, benefits and pension were set in alignment with the company’s executive compensation philosophy, including careful review of market positioning for the role.

UPDATES TO COMPENSATION PROGRAMS FOR 2022

Each year, we review our compensation programs to ensure they are aligned with our priorities and good governance practices while also being consistent with relevant market practices.

2022 Short-Term Incentive Plan (STIP) Design

 

•

The overall program design remained unchanged compared to 2021 (60% weighted on company performance and 40% weighted on Business Unit / Functional Team performance).

 

•

We replaced Employee measures with Network measures to ensure we deliver world-class connectivity and re-introduced a minimum EBITDA achievement to receive payouts.

 

•

Our 2022 bonus targets were aligned with external shareholder guidance given at the beginning of the year.

 

•

We reintroduced the opportunity for executives to receive 0%, 50% or 100% of their bonus in Deferred Share Units (DSUs). Elections made in December 2022 will apply to STIP payouts made in March 2024.

 

•

Given the transformational Shaw Transaction, a multi-year special performance-based incentive and retention plan linked to integration success was created and granted in Q1 2022. This grant is conditional upon receipt of all regulatory approvals and closing of the Shaw Transaction. Participants were given the option to receive their award in the form of performance stock options or PRSUs vesting 50% per year over a two year period.

 

24    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

2022 Long-Term Incentive Plan (LTIP) Design

 

•

NEOs are now able to elect their annual LTI grant to be either a mix of 50% Stock Options (SOs) and 50% Performance Restricted Share Units (PRSUs), the default mix, or up to 100% in the form of SOs or PRSUs. Mr. Staffieri elected to receive 50% of his LTIP in PRSUs to ensure at least half of his long-term incentives are performance conditioned.

 

•

We reintroduced a previous plan allowing executives to receive 0%, 50% or 100% of their long-term incentive in DSUs. Elections made in December 2022 will apply to LTI grants made in March 2024.

2023 PRIORITIES

The Committee will continue to review the Company’s executive compensation programs on a regular basis to ensure they remain competitive with the external market, and aligned with the business priorities to deliver long-term sustainable value to you, our shareholders. We anticipate the need for a careful review of our entire compensation program following the completion of the Shaw Transaction.

CONCLUSION

On behalf of the Human Resources Committee and the Board, we invite you to review the following sections, which provide more details on our executive compensation programs and actual pay for our top executives in 2022.

 

Edward S. Rogers Chair of the Board		Ivan Fecan Chair, Human Resources Committee

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    25

COMPENSATION DISCUSSION & ANALYSIS

This Compensation Discussion & Analysis section describes and explains the Company’s compensation philosophy and objectives and the significant elements of compensation for the Company’s Named Executive Officers (NEOs) during the year ended December 31, 2022.

 

 

1	Mr. Staffieri was appointed President and CEO on January 10, 2022 after holding the role on an interim basis effective November 16, 2021.

2	Mr. Brandt was promoted to Chief Financial Officer on January 31, 2022. He held the role of SVP, Corporate Finance prior to his appointment as CFO.

3	Mr. Prevost assumed the President, Integration role on January 6, 2022. He held the role of President, Connected Home effective January 1, 2021.

4	Mr. Wickramasinghe assumed the Chief Administration Officer role on January 31, 2022. He re-joined Rogers having previously served as SVP, Corporate Finance from 2012 to 2013.

5	Mr. McKenzie assumed the Chief Technology and Information Officer role on July 20, 2022. He previously held the role of President, Business effective June 10, 2021.

6	Ms. Molnar served as Interim CFO from September 29, 2021 to January 30, 2022. She re-assumed the SVP, Controller and Corporate Finance role following the appointment of Glenn Brandt as CFO. Ms. Molnar departed Rogers as of January 31, 2023.

Within this section, Other Named Executive Officers (Other NEOs) refers to the four named executive officers excluding the CEO and Former Interim CFO.

HUMAN RESOURCES COMMITTEE

All Human Resources Committee members have a solid understanding of policies, principles, and governance related to human resources and executive compensation. They also have the necessary financial acumen to apply to the evaluation of executive compensation programs. They have acquired this knowledge through experience in prior roles, some of which include other senior executive officer positions of large, publicly traded companies, and other directorship roles. For more information on the occupations, skills, experience, and independence of each Human Resources Committee member, please refer to the director profiles contained in the “Business of the Meeting” section of this circular.

 

Human Resources Committee meetings are planned a year in advance. For each meeting, the agenda is designed to ensure the Human Resources Committee is provided with a comprehensive presentation on matters for which the Human Resources Committee has oversight. For further information, please refer to the “Director Orientation and Continuing Education” section of this circular.

 

26    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

Role of the Human Resources Committee

The Human Resources Committee is responsible for assisting the Board in its oversight of the compensation, benefits, succession planning, and talent management programs for the Company’s executives. For more information on the Human Resources Committee’s mandate, please refer to Appendix C to this circular or visit the Corporate Governance section of the Company’s website at investors.rogers.com/corporate-governance.

The Human Resources Committee meets periodically throughout the year to review key items according to its mandate and annual work plan. The Chair of the Board and members of both the Board and management, including the CEO, attend the meetings at the invitation of the Chair of the Human Resources Committee. At each meeting, there is an in-camera session without management.

The Human Resources Committee’s decisions about executive compensation policies and practices are made within the context of the Company’s purpose to connect Canadians when and where they want and the ambition to be number one in Wireless, Cable and Media. To this end, the Human Resources Committee’s mandate is to oversee management in the attraction, retention, and succession of talented, diverse, and highly motivated people who will excel in a fast-paced, dynamic environment and who have the responsibility of growing market share, the long-term profitability of the Company, and increasing financial returns to shareholders.

A key focus of the Human Resources Committee’s annual work plan is building talent, deepening bench strength, and ensuring that succession plans are in place for the most key roles in the Company. Annually, the CEO provides a comprehensive update to the Human Resources Committee on the strengths of the overall executive leadership team and areas on which to focus development. This includes a review of talent diversity and the plans in place to both retain and accelerate the development of the Company’s strongest leaders.

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    27

2022 Highlights

The Human Resources Committee met nine times in 2022, five regularly scheduled and four special meetings to review and approve a number of initiatives:

 

INDEPENDENT COMPENSATION ADVISOR

The Human Resources Committee engages an independent advisor that is directly retained by, receives instructions from, and reports to the Human Resources Committee. All work performed by the advisor must be pre-approved by the Human Resources Committee. The advisor’s role is to provide independent advice, analysis, and expertise to assist the Human Resources Committee in evaluating compensation recommendations put forward by management in order to ensure sound decisions are made within an effective governance framework.

 

28    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

While the Human Resources Committee considers the information and recommendations provided by the independent advisor, it ultimately relies upon its own judgment and experience in making compensation decisions.

The Human Resources Committee has engaged Hugessen Consulting Inc. (Hugessen) as its independent advisor since August 2006. Hugessen provides no other services to the Company.

 

COMPENSATION RISK OVERSIGHT AND GOVERNANCE

On behalf of the board, management conducts regular assessments of the Company’s executive compensation plans to evaluate whether there are any compensation-related risks within the plans that are likely to have a material adverse effect on the Company.

The Human Resources Committee is confident that the Company’s compensation structure is balanced and well governed, and does not encourage risk-taking behaviour that would negatively impact the Company. Willis Towers Watson was engaged in December 2022 to conduct a risk assessment which concluded that such compensation-related risks were managed appropriately within current programs. The Human Resources Committee will continue to review and introduce changes, as required, to maintain alignment of our programs with the Company’s risk management framework.

Rogers’ compensation governance practices include, among others, the following:

Anti-Hedging Policy

Rogers prohibits its reporting insiders, including its directors and NEOs, from dealing in puts and calls, affecting any short sales, dealing in futures, option transactions, or equity monetization, or engaging in any other hedging transactions relating to the Company’s shares without the prior approval of the Corporate Governance Committee.

CEO Post-Retirement Hold

The CEO is required to maintain his share ownership position of five times base salary equivalent for a period of one year following retirement or resignation from the Company.

Recoupment Policy (Claw Back)

There is a recoupment policy in place that applies to all senior executive officers, including the CEO. This recoupment policy provides for a claw back of STIP and LTIP awards received within the most recent two years, in the event of financial restatement due to gross negligence, intentional misconduct, or fraud. Any claw back would be on the amount net of applicable taxes.

Share Ownership Requirements

The share ownership requirement is designed to link the interests of executives to those of our shareholders by encouraging an ownership position in the Company.

To the extent an executive has not satisfied the share ownership requirements, they are required to defer any annual cash bonus in excess of 100% of target in the form of Restricted Share Units (RSUs) or Deferred Share Units (DSUs). RSUs vest no later than June 15th of the third calendar year following the calendar year in which the bonus was earned, while DSUs vest

 

2023 MANAGEMENT INFORMATION CIRCULAR    ROGERS COMMUNICATIONS INC.    |    29

immediately. For detailed information on the design features and provisions of these long-term incentive vehicles, please see the “Summary of Long-term Incentive Plans” section. The share ownership attainment of individual NEOs is reviewed by the Human Resources Committee on an annual basis. The requirements of individual NEOs is detailed below.

 

 

1	Total Value of Equity is determined by adding the greater of the market value or book value of 100% of Class B Non-Voting Shares, RSUs, DSUs, and 50% of unvested PRSUs. The market value is based on the closing price of the Class B Non-Voting Shares on the TSX on December 30, 2022, which was $63.37.

2	Market Value of Equity is determined by adding 100% of the market value of Class B Non-Voting Shares, RSUs, DSUs and 50% of unvested PRSUs. The market value is based on the closing price of the Class B Non-Voting Shares on the TSX on December 30, 2022, which was $63.37.

3	Mr. Prevost is anticipated to meet the required ownership level in 2023 as he was subject to a blackout based on his role as President, Integration on the Shaw Transaction.

EXECUTIVE COMPENSATION PHILOSOPHY AND OBJECTIVES

Overall Objectives

The Company fosters a pay-for-performance culture by placing strong emphasis on incentive compensation for its executives. The primary objectives of our executive compensation programs are to:

 

•

attract and motivate talented executives in a competitive environment;

 

•

reward executives appropriately for exceptional organizational and business unit performance (opportunity for above median total direct compensation for above median performance);

 

•

align compensation with performance over both the short- and long-term;

 

•

align management’s interests with those of shareholders through performance conditions in incentive plans and share ownership requirements;

 

•

retain high-performing executives and encourage their long-term career commitment to the Company through diversity of experience and differentiation of pay; and

 

•

ensure that our compensation plans align with good governance practices and do not incent risk-taking behaviour beyond the Company’s risk tolerance.

Various performance measures are used in the Company’s STIP and LTIP in order to balance the objectives that facilitate annual growth and those that reward the creation of long-term shareholder value. Incorporating Customer and Network measures in the STIP, in addition to strong Financial Performance measures, reflects our commitment to keeping the executive team focused on the importance of creating and maintaining customer loyalty.

Philosophy and Positioning

The Human Resources Committee follows the philosophy of generally positioning our target total direct compensation (salary + target short-term incentive awards + target long-term

 

30    |    ROGERS COMMUNICATIONS INC.    2023 MANAGEMENT INFORMATION CIRCULAR

incentive awards) of the NEOs at or above the median of the competitive market, assessed relative to a defined peer group of large publicly traded Canadian companies. See “Benchmarking” in “Executive Compensation Philosophy and Objectives” for further details regarding the peer group. To determine appropriate pay levels and mix of pay elements, the Company may also review the pay practices of other companies in the telecommunications industry. Specific positioning by compensation element is captured below.

In determining the appropriate level and mix of pay for a NEO, the Human Resources Committee considers, among other things, the individual’s skills, qualifications, abilities, retention risk, experience, and performance. Compensation for an executive may be set above median to reflect the strategic importance of the role within the Company, market conditions, individual experience, sustained performance in the role, and potential.

NEO Total Rewards At-A-Glance

 

Base Salary

Short-Term Incentive

Long-Term Incentive

Benefits & Perquisites

Wealth Accumulation Program

Annual Salary

Annual Incentive Plan

Stock Options   Performance Stock Options   Performance Restricted Share Units   Deferred Share Units

Benefits Plan   Well-being Program   Executive Allowance   Service Discounts

Employee Share Accumulation Plan   Defined Benefit & Defined Contribution Pension Plans   Supplemental Executive Retirement Plan (SERP)   Global Registered Retirement Savings Plan & Tax-Free Savings Account

Objective:

Reward sustained individual contribution.

Reward based on annual Company and Business Unit/Function performance.

Reward potential and align pay to shareholder interest and long-term objectives.

Ensure employee well-being with balanced offerings.

Support employee savings for various life events, including retirement.

Positioning:

Positioned at the median on average, between median and top quartile for top talent.

Target awards aligned with median. Actual awards above (or below) median for above (or below) target performance (capped at 2x target). Provide differentiation for top talent who deliver outstanding results.

In general, positioned as part of overall total direct compensation to achieve median at target and higher for above target performance. Flexibility to position top talent between median and the top quartile.

Positioned at the median on average.

Total Cash Compensation                                            Total Direct Compensation                                                                                                                        Total Rewards

The key components of the 2022 Total Direct Compensation for the NEOs include base salary, short-term incentive, and long-term incentive. The 2022 annual long-term incentive grant for the NEOs was composed of either a mix of 50% SOs and 50% PRSUs or up to 100% SOs or PRSUs as elected by the NEO. This was introduced to allow choice based on individual risk tolerance. Executives were also provided the opportunity to elect to defer 0%, 50% or 100% of bonus and/or LTI into DSUs. Elections made in December 2022 will be applicable to bonus payouts in March 2024 (for the 2023 performance year) or LTI grants made in March 2024.

 

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Other key components of the 2022 Total Rewards for the NEOs include benefits and perquisites, as well as participation in the Wealth Accumulation Program (WAP). The WAP for the NEOs includes executive pension plans as well as group savings programs offered broadly to all eligible employees, including the Employee Share Accumulation Plan (ESAP), the Global Registered Retirement Savings Plan (RRSP), and the Tax-Free Savings Account (TFSA).

 

Total Direct Compensation

Base Salary

•  Fixed annual rate of pay   •  Individual salary tied to competitive market for talent, individual experience, sustained contribution, performance, and potential

Short-Term Incentive Plan

•  Annual bonus. Starting in 2022, STIP may be taken in the form of DSUs.   •  Target is 100% of base salary for all NEOs; payout can range from 0% to 200% of target based on performance

•  The 2022 Plan has an additive design based on Company Performance (60% weighting) and Business Unit/Function Performance (40% weighting); each ranges from 0% to 200% based on actual performance relative to targets   ¡  Company Performance based on: Financial Performance (60% weighting), Customer (30% weighting) and Network (10% weighting)   ¡  Business Unit/Function Performance based on: business unit financial (60% weighting) and function-specific objectives (40% weighting)

Long-Term Incentive Plan

•  Executives may elect to receive annual grant as a mix of 50% SOs and 50% PRSUs or up to 100% SOs or PRSUs. Starting 2022, LTI may be taken in the form of DSUs.

SOs

PRSUs

•  4-year vesting; 25% per year   •  10-year term   •  Granted in tandem with share appreciation rights (SARs), which entitles option holder upon exercise to:   ¡  Acquire one Class B Non-Voting share at the option exercise price, or   ¡  Surrender an option for a payment equal to the fair market value of a Class B Non-Voting share minus the option exercise price

•  1/3 eligible to vest each year subject to achievement of Adjusted EBITDA performance with final payout after 3 years   •  Track the price of Class B Non-Voting Shares; when dividends are paid, additional PRSUs are credited

•  In 2022, PSOs were granted as a one-time special integration award for executives related to the Shaw Transaction.

 

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Other Elements of Total Rewards

Benefits & Perquisites

•

NEOs participate in the employee benefits plan, along with other eligible employees, and have the ability to apply for executive disability insurance, which provides additional coverage

•

NEOs participate in the wellness program, including executive medical

•

NEOs receive an executive allowance and are entitled to service discounts in line with those offered to the broader employee population

Wealth Accumulation Program

ESAP

DB & DC Pension   Plans

SERP & ERP

RRSP & TFSA

•

NEOs participate along with other eligible Rogers employees

•

NEOs hired and electing to participate prior to July 1, 2016 participate in the DB Pension Plan

•

NEOs hired and electing to participate prior to July 1, 2016 participate in the DB SERP or DB ERP

•

NEOs participate along with other eligible Rogers employees

•

Employees contribute up to 15% of base salary to an annual maximum of $25,000; contributions of up to 10% receive an employer match   The Company matches employee contributions as follows: 25% in the first year of ESAP membership, 33% in the second year of ESAP membership, and 50% in the third and subsequent years of ESAP membership

•

NEOs hired and/or electing to participate post June 30, 2016 participate in the DC Pension Plan

•

NEOs hired and/or electing to participate post June 30, 2016 participate in the DC SERP

•

Plans offer tax-effective savings vehicles within a group policy

•

•

Further details follow in “Pension Benefits”

•     •

DB and DC SERP/ERP provide benefits in excess of those provided in the DB or DC pension plans, based on the Income Tax Act (ITA) limits   Further details follow in “Pension Benefits”

Benchmarking

We compare our compensation levels to those of a peer group of companies to evaluate our external total rewards competitiveness.

For 2022, the peer group, as detailed below, consisted of 17 large publicly traded Canadian companies. We have determined this to be the most relevant market from which to draw comparative data and made no adjustment to the group for either 2021 or 2022. These companies were selected based on revenue and market capitalization levels, and to ensure cross-industry representation. To avoid over weighting the sample, we have limited the number of financial services and energy companies.

The peer group is regularly reviewed by management based on the approved criteria. Any changes are subject to the Human Resources Committee’s review and approval. To determine appropriate pay levels and mix of pay elements, the Company may also review the pay practices of other companies in the telecommunications industry. While we made no changes since 2021, given the significance of the Shaw Transaction, we anticipate a review going forward.

 

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Peer Group Determination Criteria

The following criteria were considered in determining the peer group:

 

		Canadian headquarters and included in the S&P / TSX 60
		Market capitalization 0.5X to 2.0X that of Rogers
		Revenue between 0.33X and 3.0X that of Rogers

2022 Peer Group

 

 

 

 

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2022 Relativity to Rogers

 

 

1

Data sourced from S&P Capital IQ and presented in CAD. Market capitalization is as at December 31, 2022. Total revenue data reflect the most recent fiscal year disclosed.

Target Total Direct Compensation Mix for NEOs

The NEOs’ target total direct compensation is composed of three elements: base salary, short-term incentive, and long-term incentive. The Company’s commitment to pay for performance is reflected in its variable compensation plans (or ‘at-risk’ pay), which are strongly influenced by both the individual’s performance and the Company’s business results. In 2022, all NEOs received a special one-time grant of performance stock options contingent upon the achievement of one- and two-year milestones related to the Shaw Transaction.

 

 

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1	Mr. Brandt’s 2022 compensation reflects his time as CFO for the majority of the year, effective January 31, 2022.

2	Mr. McKenzie’s 2022 compensation reflects his time in both the President, Business and the CTIO roles. No compensation changes were made for his appointment to CTIO in July 2022.

3	Ms. Molnar’s 2022 compensation reflects her time as Interim CFO until January 30, 2022 and her time as SVP, Controller and Corporate Finance for the balance of the year.

COMPENSATION DECISIONS FOR 2022-2023

Input from Management

The Human Resources Committee engages in active discussions with, and considers recommendations from, the CEO concerning:

 

•

base salaries, considering internal pay equity among executives and external market competitiveness;

 

•

participation in the incentive programs and award levels;

 

•

performance metrics for the incentive plans;

 

•

performance targets, at the company, team, and individual levels for the coming year, where applicable; and

 

•

actual achievement of performance against pre-determined targets.

The Company’s Chief Human Resources Officer is involved in the compensation-setting process through the preparation of information for the Human Resources Committee, which includes the recommendations of the CEO. The Human Resources Committee may also seek input from its independent compensation advisor, as determined by the Chair.

Annual Compensation Review

Salaries, STIP targets, and LTIP targets are reviewed annually by the Human Resources Committee, with input from the CEO with respect to Other NEOs. CEO compensation changes are recommended by the Human Resources Committee and approved by the Board. Other NEO compensation changes are recommended by the CEO and approved by the Human Resources Committee.

 

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