Thank you, Martha. You raise an important voice — an ethical voice — on this subject. I’ve been faulting Mayor Tory for his involvement with Rogers, especially at this time. He claims it’s fine — no conflict according to him. Conflict of interest and appropriateness in the actions of public officials doesn’t work that way, Mr. Mayor. It’s about perceptions, and you’re not the one who gets to decide about the appearance of conflict, especially when you’re making huge dollars from that relationship. If Mayor Tory were totally confident about the appropriateness of his role with Rogers, he would long ago have disclosed his compensation. Hiding it leads others to be suspicious. The overriding issue is, and must always be, whether the appearance of such a relationship meets the test of public confidence and trust. Forty years studying, advising and commenting on ethics in the public arena, and around the boardroom table, persuades me this does not.
Rogers does a lot of business with the City of Toronto. Being the mayor of Toronto is already more than a full-time job. There’s no room for a gig like this with a private company like Rogers, and certainly not one that is so highly remunerative. It’s just another wrinkle in a Shakespearean saga that has brought a storied company into disrepute. And now Toronto has to become tainted by it?
Martha’s should not be the only public voice on this subject. The voice of ethical choices is a voice that is too often missing from Canadian boardrooms.
“As of Friday night, it was unclear who exactly is on the board of directors at Rogers…” Toronto Star, October 23, 2021.
[ms_dropcap color=”#000000″ boxed=”” boxed_radius=”8″ class=”” id=””]W[/ms_dropcap]hat an indictment of one of Canada’s most valued public companies and a giant in the country’s telecom industry. It’s a further indictment of a shareholder system in Canada that permits two classes of voting shares, which puts some investors, usually family members, in control of the whole show, leaving everyone else in supporting roles. Independent directors at Rogers cannot allow chaos and uncertainty to be the governance model. They need to quickly assert themselves to ensure stability — or resign. It is also time for some wise people to begin to think about how it was ever allowed to come to this, and what needs to be done in Corporate Canada to prevent similar boardroom disasters.
Why is it not surprising that it has come to this? Rogers – the company — has never been a model of sound corporate governance – far from it. This internal battle right now is a classic symptom of a dysfunctional board in a situation where one family controls the whole show while ordinary investors, and frequently independent directors for that matter, are relegated to bit parts.
One recalls similar internecine battles involving Magna and Canadian Tire, none of which ever topped the list of corporate governance best practices. It’s a shame, too, that at a time when ethical practices in the boardroom are taking centre stage, there’s not a word about the larger role of ethics in this discussion. Smart investors, and certainly informed stakeholders, expect better these days.
Frankly, I fault Canada’s institutional investors for giving their imprimatur to a corporate structure that is about as far away from good governance as you can get, and regulators and market gatekeepers for still permitting these antiquated controlling shareholding contrivances.
And don’t even get me started on how inappropriate it is, from the perspective of good civic governance, if nothing else, for a sitting mayor of Toronto to be insinuating himself into a matter like this. Rogers does a lot of business with the city of Toronto and Tory’s role just opens the door to all kinds of questions and potential conflicts.
