Statement of Corporate Governance Practices

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• Corporate Governance
  • Board of Directors
  • Statement of Corporate Governance Practices
  • Director Material Relationship Standards
  • Board of Directors Mandate
  • Board Committee Charters
  • Directors Code of Conduct and Ethics
  • Business Conduct Guidelines
  • Insider Transactions
  • Compliance With NYSE Listing Standards on Corporate Governance

The Board endorses the principle that our corporate governance practices (the Corporate Governance Practices ) are a fundamental part of our proper functioning as a corporation. The Board believes that these Corporate Governance Practices enhance the interests of our securityholders, employees, customers and of others dealing with us. These Corporate Governance Practices conform in all substantial aspects with applicable corporate governance guidelines and standards and take into account the following

The Board closely monitors these and other corporate governance developments and is committed to enhancing our Corporate Governance Practices on a continuing basis. Our Corporate Governance Practices, summarized below, respond to the disclosure required by National Instrument 58-101 — Disclosure of Corporate Governance Practices (NI 58-101 ) and the guidelines set forth in National Policy 58-201 — Corporate Governance Guidelines. This Statement of Corporate Governance Practices was prepared by the Corporate Governance Committee and approved by the Board.

Controlled Company Exemption

The NYSE listing standards require a listed company to have, among other things, a nominating committee consisting entirely of independent directors. The rules permit a “controlled company” to be exempt from this requirement. A “controlled company” is a company of which more than 50% of the voting power is held by an individual, group or another company. The Board has determined that it is appropriate for directors affiliated with the controlling shareholder to serve on the Board committees apart from the Audit Committee because of the alignment of interests between our controlling shareholder and our minority shareholders, namely the creation of value and long-term growth. Accordingly, the Board has approved the Corporation’s reliance on the controlled company exemption.

Foreign Private Issuer Status

Under the NYSE listing standards, a “foreign private issuer”, such as the Corporation, is not required to comply with most of the NYSE corporate governance listing standards. However, foreign private issuers are required to disclose any significant ways in which their corporate governance practices differ from those followed by U.S. companies under NYSE listing standards.

(1)  Appointment of Auditors

The NYSE listing standards require the audit committee of a U.S. company to be directly responsible for the appointment of any registered accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services. There is an exception for foreign private issuers that are required under a home country law to have auditors selected pursuant to home country standards. Pursuant to the British Columbia Business Corporations Act, our auditors are to be appointed by the shareholders at the annual general meeting of the Corporation. Our audit committee is responsible for evaluating the auditors and advising the Board of its recommendation regarding the appointment of auditors.

(2)  Shareholder Approval of Equity Compensation Plans

The NYSE listing standards also require shareholder approval of all equity compensation plans and material revisions to such plans. The definition of “equity compensation plan” covers plans that provide for the delivery of newly issued or treasury securities. The TSX rules provide that only the creation of, or material amendments to, equity compensation plans that provide for new issuances of securities are subject to shareholder approval in certain circumstances. We follow the TSX rules with respect to the requirements for shareholder approval of equity compensation plans and material revisions to such plans.

Composition of the Board

The Board currently has 18 members. The Board is responsible for determining whether a director is “independent” within the meaning of NI 58-101.

Certain directors may be principals of, partners in or hold other positions with entities that provide legal, financial or other services to the Corporation. The Board has adopted Director Material Relationship Standards for the purpose of assisting the Board in making determinations whether or not a direct or indirect business, commercial, banking, consulting, professional or charitable relationship that a director may have with the Corporation or its subsidiaries is a material relationship that could, in the view of the Board, reasonably interfere with the exercise of the director’s independent judgment. These standards can be reviewed in the Corporate Governance section of our Corporation’s website at www.rogers.com.

Based on the information provided by each director and the recommendations of the Corporate Governance Committee, the Board has determined that the following directors are independent in accordance with the requirements of NI 58-101 and the standards referred to above.

During 2008, the independent directors met at in camera sessions during every Board meeting without management or non-independent directors. In camera sessions for the independent directors are included as part of the agenda for director meetings in 2009.

Alan D. Horn is the Chair of the Board and is not an independent director. Pursuant to the Board Charter, the Board has appointed Peter C. Godsoe, O.C. as lead director. The lead director facilitates the functioning of the Board independently of management of the Corporation and provides independent leadership to the Board. For further information regarding the role and responsibilities of the lead director, see “Role and Responsibilities of the Chair and Lead Director” in the Board Mandate (attached to this Information Circular as Appendix A).

For further information regarding the directors, including directorships of other reporting issuers and attendance at Board and committee meetings, see “Business of the Meeting — Election of Directors and Executive Compensation — Compensation of Directors” above.

Mandate of the Board

The Board has adopted a Board of Directors Mandate (the Board Mandate) as its written mandate of directors’ duties and responsibilities (the Board Mandate is attached to this Information Circular as Appendix A).

Position Descriptions

The Board Mandate states the Chair’s main responsibility as overseeing and managing and assisting the Board in fulfilling its duties and responsibilities in an effective manner independently of management. For that purpose, the duties of the Chair of the Board include:

• to chair Board meetings and annual and special meetings of shareholders
  
  
• to organize an appropriate annual work plan and regularly scheduled meetings for the Board
  
  
• to prepare the agenda for each Board meeting with the participation of management
  
  
• to monitor the work of the committees of the Board and in that connection the Chair may attend, as a non-voting participant, all meetings of Board committees (other than those on which he otherwise sits); provided that, if the Chair is not independent, he or she must be absent for portions of meetings where all Committee members are required to be independent
  
  
• to arrange for an appropriate information package to be provided on a timely basis to each director in advance of the meeting
  
  
• to assist in the Board’s evaluation and self-assessment of its effectiveness and implementation of improvements
  
  
• to provide appropriate guidance to individual Board members in discharging their duties
  
  
• to ensure newly appointed directors receive an appropriate orientation and education program
  
  
• to provide arrangements for members of the Board to communicate with the Chair formally and informally concerning matters of interest to Board members
  
  
• to promote best practices and high standards of corporate governance
  

The chairs of each board committee are responsible to organize the affairs of such committee, chair its meetings, provide guidance to the members of such committee, retain outside experts as may be required and report to the Board on the work of such committee. The mandate of the committee may also assign specific additional responsibilities to the chair of the committee.

The Board has approved a detailed written job description for the office of Chief Executive Officer. The Compensation Committee will review and approve the Chief Executive Officer’s written objectives for the current year.

Orientation and Continuing Education

It is the responsibility of the Chair of the Board to oversee an orientation and continuing education program for the directors. Newly appointed directors attend orientation sessions which are intended to familiarize new directors with our business and operations, including management structure, strategic plans, finances, opportunities and risks. New directors have the opportunity to meet with management and other members of the Board. New directors are also provided with a package of detailed information concerning our affairs, including public filings. From time to time, presentations are made by management personnel or outside experts to educate the directors on new issues.

Ethical Business Conduct

The Board has adopted both a Directors Code of Conduct and Ethics and the Business Conduct Guidelines for Officers and Employees (the Codes ). The Codes require our directors, officers and employees to disclose any material transaction or relationship that could reasonably be expected to give rise to a conflict of interest, among other requirements.

To ensure the directors exercise independent judgment in considering transactions, agreements or decisions in respect of which a director has a material interest, the directors follow a practice whereby any such director must be absent during any board discussion pertaining thereto and must not cast a vote on such matter.

Issues arising in connection with the Codes, including conflicts of interest are reported to the Audit Committee in the case of the Business Conduct Guidelines and to the Corporate Governance Committee in the case of the Directors Code of Conduct and Ethics, which are responsible for monitoring compliance with the applicable Code and applying and interpreting the applicable Code in particular situations. The Committees must inform the Board of any Code violation. Any waiver of a Code provision may be made only by the Board or by the applicable committee and reported to the Board.

We have publicly filed the Codes on SEDAR and posted them under “Corporate Governance” at www.rogers.com.

Nomination of Directors

Potential candidates for director of the Corporation are evaluated by the Nominating Committee, under the leadership of the Chair, having regard to the candidate’s background and qualifications to ensure that the candidate’s experience and skill are aligned with the Corporation’s needs. In evaluating candidates, the Nominating Committee considers the effectiveness of the Board, as a whole, and its individual members, including their respective competencies and skills.

The Control Trust Chair of the Rogers Control Trust (see Outstanding Shares and Main Shareholders above) is obligated to use reasonable efforts to procure the appointment of the Control Trust Chair and the Control Trust Vice-Chair to the Nominating Committee. The Nominating Committee, which is responsible for, among other things, the identification of new candidates for the Board, is not comprised entirely of independent directors because two members, Edward S. Rogers and Melinda Rogers, are executive officers of our Corporation and because of their respective roles as the Control Trust Chair and Control Trust Vice-Chair of our controlling shareholder. Because of the alignment of interests between our controlling shareholder and our minority shareholders, namely the creation of value and long-term growth, the Board has determined that it is appropriate for Edward S. Rogers and Melinda Rogers to be members of the Nominating Committee, with the remainder of the members of the Nominating Committee being independent directors. The Board believes that the presence of a majority of independent directors on the Nominating Committee and the alignment of interests described above ensure an objective nomination process that is in the interests of all shareholders.

Summary of Responsibilities, Powers and Operation of the Nominating Committee:

• reviews, considers and/or initiates proposals for nomination of directors to the Board and the board of directors of wholly owned subsidiaries
  
• where appropriate, interviews proposed nominees
  
• assesses incumbent directors for re-nomination to the Board and/or committees of the Board
  
• establishes criteria for and recommends prospective members for our and our affiliates’ boards and/or committees of the boards
  

The Nominating Committee has five members, a majority of whom are independent.

Compensation

Summary of Responsibilities, Powers and Operation of the Compensation Committee:

• approves compensation of senior officers
• reviews and recommends to the Board our executive compensation and severance policies
• reviews our compensation and benefit programs (design and competitiveness) and senior executives’ management development and succession planning
• sets performance objectives for the CEO and measures the CEO’s performance against these objectives
• All members of the Compensation Committee are independent. For additional information, please see “Report on Executive Compensation”.

Advisors to the Committee

The Committee has engaged Hugessen Consulting Inc. (HCI) to act as its independent advisor on matters considered by the Committee, including the review and preparation of this Information Circular. HCI provides advice on Rogers’ compensation policies and practices relative to its direct comparators within the communications and media industries and, when requested by the Committee Chair, attends all or portions of Committee meetings. HCI is not permitted to perform any work for the Corporation without the pre-approval of the Chair of the Committee.

The Committee Chair on a regular basis conducts a review of all work performed by HCI and the associated fees. During 2008, HCI’s fees for executive compensation consultant services to the Compensation Committee were $199,883.

Board Committees

The Board has 7 permanent (or standing) committees (the Nominating Committee and the Compensation Committee are described above and the other five are described below). The Board may appoint special committees to deal with specific matters. A special committee might, for example, consider proposed material transactions between us and the significant shareholder (or corporations he controls) or between us and our subsidiaries. In those cases the committee would consist entirely of independent directors who have no relationship to us or to the significant shareholder other than as a director.

Audit Committee

The function of the Audit Committee is as follows:

• reviews financial reporting procedures (internal and external) and adequacy of internal controls (including steps to remedy)
  
  
• reviews significant issues, concerns or difficulties encountered during the audit process with management and auditors (internal and external)
  
  
• reviews consolidated financial statements (annual audited and interim unaudited)
  
  
• reviews annual and interim financial information and press releases before release of earnings
  
  
• resolves disagreements between management and external auditors regarding financial reporting
  
  
• reviews and assesses procedures for the review and timely disclosure of financial information derived from the financial statements
  
  
• selects, recommends compensation of and oversees external auditor for audit, review and attest services and recommends external auditors to be nominated for shareholders’ approval
  
  
• pre-approves audit, audit-related and non-audit services of external auditors
  
  
• assesses and reports to the Board on independence and performance of external auditors
  
  
• assesses management’s design, implementation of and reporting on internal controls
  
  
• reviews activities, organization and qualifications of the internal auditors
  
  
• reviews before release management’s discussion and analysis, annual information form and other disclosure documents containing financial information
  
  
• reviews with the general counsel, legal compliance, litigation and other legal matters
  
  
• establishes procedures for complaints regarding accounting, internal controls and auditing, including employees’ confidential anonymous concerns
  
  
• prepares annual performance evaluation of the Audit Committee and reviews with Board
  
  
• reviews annually the Audit Committee Charter (see www.rogers.com)
  
  
• meets periodically and separately with chief financial officer, internal auditors, external auditors and general counsel
  
  
• engages outside advisors as appropriate at our expense without Board or management approval
  
  
• conducts appropriate investigations
  
  
• monitors compliance with the Code of Conduct and Ethics
  
  
• reviews with senior management the controls and procedures that have been adopted by the Corporation to confirm that material information about the Corporation and its subsidiaries that is required to be disclosed under applicable law or stock exchange rules is disclosed within the required time periods
  
• reviews disclosures made to it by the CEO and Chief Financial Officer during their certification process for applicable securities law filings about any significant deficiencies and material weaknesses in the design or operation of the Corporation’s internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information required to be disclosed by the Corporation in the reports that it files or submits under U.S. federal securities law or applicable Canadian federal and provincial legislation and regulations within the required time periods, and any fraud, whether or not material, involving management or other employees who have a significant role in the Corporation’s internal control over financial reporting
  

Please see the section entitled “Audit Committee” of the Corporation’s Annual Information Form, available at www.sedar.com, for additional information with respect to the Corporation’s audit committee.

Corporate Governance Committee

The function of the Corporate Governance Committee is as follows:

• reviews and makes recommendations regarding the Board’s approach to director independence
  
  
• develops, recommends to the Board and reviews our corporate governance practices (including Board Mandate and Code of Conduct and Ethics)
  
  
• recommends to the Board and committees the number and content of meetings, annual work plan and schedules of issues
  
  
• reviews size and compensation of our and our affiliates’ boards and committees
  
  
• reports to the Board as to adequacy and form of directors’ compensation
  
  
• provides an orientation and education program for new directors
  
  
• evaluates annually Board and committee performance
  
  
• reviews Board committees’ mandates
  
  
• monitors policies for senior officers accepting outside directorships, minimum share ownership for non-management directors and confidential material information (disclosure, restricted use and insider trading)
  
  
• oversees individual directors engaging outside advisors at our expense
  

Pension Committee

The function of the Pension Committee is as follows:

• supervise the administration of our pension plans
• reviews our pension plans’ provisions and investment performance

Executive Committee

The function of the Executive Committee is as follows:

• acts under powers delegated by the Board
• approves final terms of transactions previously approved by the Board
• monitors the implementation of policy initiatives adopted by the Board

Finance Committee

The function of the Finance Committee is to review and report to the Board or a committee of the Board on certain matters, including:

• financings (including share issuances)
  
• transactions not budgeted, outside the ordinary course of business and involving more than $50 million
  
• engagement of financial, investment or similar advisors in connection with transactions involving more than $100 million
  
• alliance, branding, licence, relationship, partnership and joint venture arrangements involving more than $50 million
  
• granting, issuing or assuming rights of first negotiation, first offer or first refusal involving a Rogers property or asset exceeding $50 million
  
• granting or assuming obligations with respect to any non-competition covenant or exclusivity undertaking involving property, assets or revenues exceeding $50 million and for a term in excess of two years
  
• candidates for appointments of Chief Financial Officer and Audit Committee Chair of the Corporation and our subsidiaries
  

The Control Trust Chair of the Rogers Control Trust (see Outstanding Shares and Main Shareholders above) is obligated to use reasonable efforts to procure the appointment of the Control Trust Chair and the Control Trust Vice-Chair to the Finance Committee.

Board and Director Performance

The Corporate Governance Committee uses discussions between the Chair of the Committee and Board members and annual written evaluations to solicit comment and evaluation from individual directors on the performance and effectiveness of the Board and its committees and recommendations for improvements. The Chair of the Committee discusses with the individual directors the effectiveness and performance of the Board and individual directors’ areas of interest and participation. The Chair also discusses with each committee chairman the mandate, effectiveness and performance of such committee. The Chair reviews the recommendations and comments of the directors with the Corporate Governance Committee.