The inside story of how Edward Rogers’s plan to oust Joe Natale went off the rails

One day Joe Natale was CEO of Rogers. Later that evening, he was on the way out. Two days later, he was CEO again. Rogers Communications Inc. even had a press release drafted to announce his departure — one that promised a “seamless transition” as he passed the reins to longtime chief financial officer Tony Staffieri on Oct. 1 — but it never went out.The plan by Edward Rogers to package out Natale went off the rails, the Star has learned, in part because several independent directors were angry that Edward had approached Natale without first consulting the board and started working out a deal that would see him leave the company.Edward first presented concerns about Natale’s performance to a full board meeting on Sept. 22, saying he’d begun talks with Natale on a possible resignation and wanted Staffieri to take over. The board agreed to meet again two days later, when they voted 10 to 1 to accept Natale’s retirement and approve a generous exit package. But two sources with knowledge of the events said some directors were upset that Natale’s retirement and Staffieri’s promotion to CEO were presented to the board by Edward as virtually a done deal and felt that proper governance procedures had not been followed. (The Star is not identifying the sources because they were not authorized to speak publicly about this matter.)That led to several independent board directors, along with Edward’s mother and two sisters, changing their minds over the weekend. At a subsequent board meeting just two days later, they reversed course and voted to rescind the plans around Natale’s retirement. Edward, who was chair of the board, said in a court filing that he followed proper procedure and that the changes were necessary to improve the performance of the company. He argues that it is the actions of the independent directors that have been inappropriate and led to the legal petition he launched this week in the British Columbia Supreme Court to legitimize a newly constituted board.In public statements on Wednesday, Rogers Communications directors Alan Horn, Philip Lind and Robert Gemmell all supported Edward’s actions. Edward said in the court filing that he had hoped to initiate a formal leadership review, and had spoken with several directors individually, but that his plans got pushed up when Natale was mistakenly dialed into a call in mid-September where he overheard Staffieri talking about plans to replace him.He revealed his concerns that the CEO was not performing well and his hope to negotiate a retirement package with Natale to the full board at a Wednesday board meeting. By the time a followup board meeting occurred two days later, on Sept. 24, Natale had agreed with Horn on the terms of his exit. During that Friday meeting, multiple independent directors spoke out against Edward’s actions, including Bonnie Brooks and David Peterson, who was the only member of the board to vote against accepting Natale’s resignation. The sources said some of the directors voted in favour reluctantly because they wanted to approve a fair compensation package for Natale, who had already agreed to leave.(Peterson is also vice-chair of Torstar Corp., the company that owns the Toronto Star.)The next day, a flurry of phone calls were placed between the independent directors — Peterson, Brooks, John MacDonald and Ellis Jacob — and Loretta Rogers, Martha Rogers and Melinda Rogers-Hixon. Melinda even went to see Peterson at his farm outside the city to discuss the situation, the sources said.Earlier in the week, Edward’s mother Loretta had read a statement to the board supporting the promotion of Staffieri to CEO. But she says now that her support was based on incomplete and inaccurate information provided to her by Edward and Horn. “As soon as I was able to confer with the independents and develop a more complete and unbiased perspective on the issue, I reversed course,” she said Tuesday. The sources said the independent directors and Rogers women also spoke with Natale, who said he would stay at the company if he had board support and if Staffieri was let go. In the meantime, Edward Rogers had been negotiating throughout the weekend with Staffieri, working out the terms of his compensation package as CEO. When the board reconvened on Sunday evening, Edward began presenting the details of Staffieri’s compensation package, but he was interrupted by MacDonald, who said several other directors had come up with a different proposal. Martha Rogers then began reading out a new set of resolutions, which included rescinding the board’s approval of Natale’s retirement, terminating Staffieri, undertaking a corporate governance review and striking a new board committee to manage Edward Rogers’s interactions with the company’s executives. Edward said in the court filing that he, along with his allies Horn, Philip Lind and Robert Gemmell, expressed shock at this turn of events, saying, “None of us had been consulted on or given notice of this new resol

The inside story of how Edward Rogers’s plan to oust Joe Natale went off the rails

One day Joe Natale was CEO of Rogers. Later that evening, he was on the way out. Two days later, he was CEO again.

Rogers Communications Inc. even had a press release drafted to announce his departure — one that promised a “seamless transition” as he passed the reins to longtime chief financial officer Tony Staffieri on Oct. 1 — but it never went out.

The plan by Edward Rogers to package out Natale went off the rails, the Star has learned, in part because several independent directors were angry that Edward had approached Natale without first consulting the board and started working out a deal that would see him leave the company.

Edward first presented concerns about Natale’s performance to a full board meeting on Sept. 22, saying he’d begun talks with Natale on a possible resignation and wanted Staffieri to take over. The board agreed to meet again two days later, when they voted 10 to 1 to accept Natale’s retirement and approve a generous exit package.

But two sources with knowledge of the events said some directors were upset that Natale’s retirement and Staffieri’s promotion to CEO were presented to the board by Edward as virtually a done deal and felt that proper governance procedures had not been followed.

(The Star is not identifying the sources because they were not authorized to speak publicly about this matter.)

That led to several independent board directors, along with Edward’s mother and two sisters, changing their minds over the weekend. At a subsequent board meeting just two days later, they reversed course and voted to rescind the plans around Natale’s retirement.

Edward, who was chair of the board, said in a court filing that he followed proper procedure and that the changes were necessary to improve the performance of the company. He argues that it is the actions of the independent directors that have been inappropriate and led to the legal petition he launched this week in the British Columbia Supreme Court to legitimize a newly constituted board.

In public statements on Wednesday, Rogers Communications directors Alan Horn, Philip Lind and Robert Gemmell all supported Edward’s actions.

Edward said in the court filing that he had hoped to initiate a formal leadership review, and had spoken with several directors individually, but that his plans got pushed up when Natale was mistakenly dialed into a call in mid-September where he overheard Staffieri talking about plans to replace him.

He revealed his concerns that the CEO was not performing well and his hope to negotiate a retirement package with Natale to the full board at a Wednesday board meeting. By the time a followup board meeting occurred two days later, on Sept. 24, Natale had agreed with Horn on the terms of his exit.

During that Friday meeting, multiple independent directors spoke out against Edward’s actions, including Bonnie Brooks and David Peterson, who was the only member of the board to vote against accepting Natale’s resignation. The sources said some of the directors voted in favour reluctantly because they wanted to approve a fair compensation package for Natale, who had already agreed to leave.

(Peterson is also vice-chair of Torstar Corp., the company that owns the Toronto Star.)

The next day, a flurry of phone calls were placed between the independent directors — Peterson, Brooks, John MacDonald and Ellis Jacob — and Loretta Rogers, Martha Rogers and Melinda Rogers-Hixon. Melinda even went to see Peterson at his farm outside the city to discuss the situation, the sources said.

Earlier in the week, Edward’s mother Loretta had read a statement to the board supporting the promotion of Staffieri to CEO. But she says now that her support was based on incomplete and inaccurate information provided to her by Edward and Horn.

“As soon as I was able to confer with the independents and develop a more complete and unbiased perspective on the issue, I reversed course,” she said Tuesday.

The sources said the independent directors and Rogers women also spoke with Natale, who said he would stay at the company if he had board support and if Staffieri was let go.

In the meantime, Edward Rogers had been negotiating throughout the weekend with Staffieri, working out the terms of his compensation package as CEO.

When the board reconvened on Sunday evening, Edward began presenting the details of Staffieri’s compensation package, but he was interrupted by MacDonald, who said several other directors had come up with a different proposal.

Martha Rogers then began reading out a new set of resolutions, which included rescinding the board’s approval of Natale’s retirement, terminating Staffieri, undertaking a corporate governance review and striking a new board committee to manage Edward Rogers’s interactions with the company’s executives.

Edward said in the court filing that he, along with his allies Horn, Philip Lind and Robert Gemmell, expressed shock at this turn of events, saying, “None of us had been consulted on or given notice of this new resolution, the substance of which contradicted the board’s discussions and resolutions over the past meetings.”

On Wednesday, the board met again and confirmed the decisions from the weekend to backtrack on Natale’s retirement and terminate Staffieri. Edward and his allies Lind and Horn were not present for the vote.

In the span of about 48 hours, Natale had regained his grip on the CEO’s job.

But the weekend set in motion the events that would lead to Edward losing confidence in the five independent directors (longtime Rogers director John Clappison had returned to the board in the midst of this and aligned with the group of four) and replacing them with nominees of his own.

He did this by written resolution and using his authority as chair of the family trust that controls the voting shares of Rogers Communications. His opponents say he should have called for a shareholder meeting.

In his court filing, Edward said he believed the situation “had become untenable” and that the independent directors were “operating without transparency” and “ignoring the views of the controlling shareholder.”

“As chair of the Rogers Control Trust, it is my duty to ensure that the company is properly governed on behalf of all stakeholders,” Edward Rogers said in a statement on Tuesday. “I take that responsibility very seriously.”

The matter is set to be heard by a judge in Vancouver on Monday.

Christine Dobby is a Toronto-based business reporter for the Star. Follow her on Twitter: @christinedobby

Source : Toronto Star More   

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Bruce Arthur: Kyle Beach, like Sheldon Kennedy before him, fights back against ‘culture of silence’ in hockey

Some moments crack things open, and this was one. Wednesday night, Kyle Beach was on television trying not to cry, trying to tell the truth, trying to apologize for something that wasn’t his fault. As a Chicago Blackhawks player in 2010, he was allegedly sexually assaulted by a video coach, and in a shattering interview with Rick Westhead of TSN, he came forward. Before he did — before the report commissioned by the team that laid some of the failures bare — the alleged assault on Beach and another player had been buried for 11 years.“There’s a culture of silence in hockey. That’s how the system has built their individuals to respond,” said Sheldon Kennedy. He spent the day on his Alberta farm, out on a tractor, between phone interviews. People call him when something like this happens, because it happened to him. He fought back for 23 years. “It’s all familiar,” Kennedy said.It is, because it’s hockey, and more than hockey. Beach was allegedly assaulted during the 2010 playoffs. He reported it to the team. According to the report commissioned and released by the Blackhawks, Chicago’s leadership met after the team had advanced to the Stanley Cup final: team president John McDonough, hockey administration director Al MacIsaac, general manager Stan Bowman, vice-president Jay Blunk, assistant general manager Kevin Cheveldayoff, and coach Joel Quenneville. They are some of the venerated men in the game. They claim they were only told of the allegations in non-specifics, but declined to find out more. They decided it wasn’t the time to address it.The team didn’t file a police report. The NHLPA was informed. Three weeks after Chicago won the Cup, Aldrich was allowed to resign; Quenneville wrote a positive performance evaluation. Aldrich went on to assault a 16-year-old in Houghton, Mich., while serving as a hockey coach there. Before he left the Blackhawks, Aldrich was allowed to be part of the championship parade, and have his day with the Stanley Cup and his day at the championship parade.So Beach talked about how his teammates started using homophobic slurs, how it all devoured him for years, how his mom cried because she didn’t protect him, how he failed because he didn’t protect the 16-year-old kid. And within the span of an hour, you could watch his stubbled face trying not to come apart on TSN, and then watch Quenneville grimly coach for his 969th career win in front of a scattering of fans in Sunrise, Fla., because commissioner Gary Bettman promised to talk to him tomorrow. It was so utterly, predictably shameful. It was hockey.Kennedy knew it all by heart. When Graham James preyed on him and Theo Fleury and others for all those years, the culture of silence and reverence for the game is part of what made it happen. It’s that same dynamic as you see in USA Gymnastics, or the Catholic Church. When the institution is more important than the people in it, you need leadership to preserve them.So look at the leadership in hockey, all of it. Beach reported the incident to the team. Nothing happened. NHLPA president Don Fehr knew, according to Beach. Nothing happened. The NHL declined to investigate this past summer, according to Beach; USA Hockey, where Bowman was the Team USA GM until the report came out, declined an investigation, too. The principals buried this deep underground for a decade, and 37 people refused to co-operate with the Chicago investigation, and so did Notre Dame, where Aldrich was a coach. Meanwhile, Cheveldayoff is the general manager of a Winnipeg Jets franchise that purports to be a pillar of the community, and Quenneville was allowed to coach.The Blackhawks buried this story for a goddamn video coach, and the head coach wrote him a nice performance review, and nobody said nothing. Hockey has a lot of problems, and a lot of silence. This should shake some of the rotten pillars of this game, and hard.“I’ve seen so many of them that I don’t get my hopes up too high that everything will be done perfectly,” says Kennedy. “These issues are about leadership, and for culture change, it’s about leadership. There’s a systemic nature of silence in hockey, and that’s what has to change. It’s not just the victims who are scared to talk. Look at everybody surrounding that whole situation that didn’t say anything, that didn’t talk. How do we create a confidence and a clear pathway for those individuals to say something, and know that it’s going to be heard, and independent?“This is all too familiar. And what’s familiar here is the response has been archaic, and I mean, this is the way they would have tried to respond in 1998 when I came forward. Don’t say nothing. That was how they addressed these issues: Don’t say nothing. That’s the familiar part, and that’s what they tried to do.”There were some exceptions: former players Brent Sopel and Nick Boynton, and scout Paul Vincent. Hockey talks a lot about brotherhood and courage and character. They exemplified it.Beach, too. You should watch the intervie

Bruce Arthur: Kyle Beach, like Sheldon Kennedy before him, fights back against ‘culture of silence’ in hockey

Some moments crack things open, and this was one. Wednesday night, Kyle Beach was on television trying not to cry, trying to tell the truth, trying to apologize for something that wasn’t his fault. As a Chicago Blackhawks player in 2010, he was allegedly sexually assaulted by a video coach, and in a shattering interview with Rick Westhead of TSN, he came forward. Before he did — before the report commissioned by the team that laid some of the failures bare — the alleged assault on Beach and another player had been buried for 11 years.

“There’s a culture of silence in hockey. That’s how the system has built their individuals to respond,” said Sheldon Kennedy. He spent the day on his Alberta farm, out on a tractor, between phone interviews. People call him when something like this happens, because it happened to him. He fought back for 23 years.

“It’s all familiar,” Kennedy said.

It is, because it’s hockey, and more than hockey. Beach was allegedly assaulted during the 2010 playoffs. He reported it to the team. According to the report commissioned and released by the Blackhawks, Chicago’s leadership met after the team had advanced to the Stanley Cup final: team president John McDonough, hockey administration director Al MacIsaac, general manager Stan Bowman, vice-president Jay Blunk, assistant general manager Kevin Cheveldayoff, and coach Joel Quenneville. They are some of the venerated men in the game. They claim they were only told of the allegations in non-specifics, but declined to find out more. They decided it wasn’t the time to address it.

The team didn’t file a police report. The NHLPA was informed. Three weeks after Chicago won the Cup, Aldrich was allowed to resign; Quenneville wrote a positive performance evaluation. Aldrich went on to assault a 16-year-old in Houghton, Mich., while serving as a hockey coach there. Before he left the Blackhawks, Aldrich was allowed to be part of the championship parade, and have his day with the Stanley Cup and his day at the championship parade.

So Beach talked about how his teammates started using homophobic slurs, how it all devoured him for years, how his mom cried because she didn’t protect him, how he failed because he didn’t protect the 16-year-old kid. And within the span of an hour, you could watch his stubbled face trying not to come apart on TSN, and then watch Quenneville grimly coach for his 969th career win in front of a scattering of fans in Sunrise, Fla., because commissioner Gary Bettman promised to talk to him tomorrow. It was so utterly, predictably shameful. It was hockey.

Kennedy knew it all by heart. When Graham James preyed on him and Theo Fleury and others for all those years, the culture of silence and reverence for the game is part of what made it happen. It’s that same dynamic as you see in USA Gymnastics, or the Catholic Church. When the institution is more important than the people in it, you need leadership to preserve them.

So look at the leadership in hockey, all of it. Beach reported the incident to the team. Nothing happened. NHLPA president Don Fehr knew, according to Beach. Nothing happened. The NHL declined to investigate this past summer, according to Beach; USA Hockey, where Bowman was the Team USA GM until the report came out, declined an investigation, too. The principals buried this deep underground for a decade, and 37 people refused to co-operate with the Chicago investigation, and so did Notre Dame, where Aldrich was a coach. Meanwhile, Cheveldayoff is the general manager of a Winnipeg Jets franchise that purports to be a pillar of the community, and Quenneville was allowed to coach.

The Blackhawks buried this story for a goddamn video coach, and the head coach wrote him a nice performance review, and nobody said nothing. Hockey has a lot of problems, and a lot of silence. This should shake some of the rotten pillars of this game, and hard.

“I’ve seen so many of them that I don’t get my hopes up too high that everything will be done perfectly,” says Kennedy. “These issues are about leadership, and for culture change, it’s about leadership. There’s a systemic nature of silence in hockey, and that’s what has to change. It’s not just the victims who are scared to talk. Look at everybody surrounding that whole situation that didn’t say anything, that didn’t talk. How do we create a confidence and a clear pathway for those individuals to say something, and know that it’s going to be heard, and independent?

“This is all too familiar. And what’s familiar here is the response has been archaic, and I mean, this is the way they would have tried to respond in 1998 when I came forward. Don’t say nothing. That was how they addressed these issues: Don’t say nothing. That’s the familiar part, and that’s what they tried to do.”

There were some exceptions: former players Brent Sopel and Nick Boynton, and scout Paul Vincent. Hockey talks a lot about brotherhood and courage and character. They exemplified it.

Beach, too. You should watch the interview. And spare a moment for Westhead, who worked at this paper for a long time before TSN. His 14-year-old son Carter has battled lymphoma this year; they were in and out of SickKids this week. This wasn’t easy work, in any sense of the word.

In a way, it’s everybody’s fault. Winning is the most important thing: that’s what generates the most glory, what draws the most eyeballs, what makes the most money. Collateral damage is more or less assumed and often ignored in sports, if less and less. The NFL is holding back 650,000 emails as part of a report over sexual harassment and a toxic culture inside the Washington Football Team, and a tiny slice of those e-mails got the coach of the Oakland Raiders fired. USA Gymnastics had faced an incomplete reckoning over Larry Nassar’s sexual assault of its athletes. Women’s soccer is finally facing a dynamic of abuse.

And hockey swept one broken man under its big rug, but he was braver than they were, and now the questions of who knew what when need to be asked and answered, up to and including the leaders of the game. Some things crack a world open. It happened in hockey again.

Bruce Arthur is a Toronto-based columnist for the Star. Follow him on Twitter: @bruce_arthur

Source : Toronto Star More   

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