Former Toronto mayor John Tory to rejoin Rogers board

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Former Toronto mayor John Tory is rejoining the board of Rogers Communications Inc. RCI-B-T, the telecom and media empire where he once served as an executive.

Mr. Tory is one of three people who will stand for election to the company’s board at its annual shareholder meeting on April 24. Several directors have recently departed the board, including two of chairman Edward Rogers’s sisters, who stepped down as part of a settlement in a dramatic and highly public family feud.

Mr. Tory previously joined the Rogers board in 2010, after a five-year run as the leader of the Ontario Progressive Conservative Party. He stepped down four years later to focus on his new job as mayor, but his continued association with the company during his time in office invited public scrutiny. He remained a member of the advisory committee to the Rogers Control Trust, the vehicle through which the Rogers family exerts its control over the telecom.

In the fall of 2021, Mr. Tory attempted to mediate the Rogers family feud, a dispute between warring factions over the composition of the board and who should lead the company. During this time, he chaired a critical meeting of the control trust’s advisory committee.

Asked at the time whether it was appropriate for the sitting mayor to do this, Mr. Tory said he was fulfilling a promise to the company’s founder, the late Ted Rogers.

The two other new directors the telecom is nominating to its board are Wayne Sparrow, elected chief of the Musqueam Indian Band, and Diane A. Kazarian, who was the first female managing partner of the Greater Toronto Area at accounting firm PwC, according to Rogers’s proxy circular to shareholders on Friday.

Edward Rogers’s position as head of the control trust gives him voting control over these appointments. He is also chair of the board’s nominating committee, which puts forward board candidates.

Mr. Tory’s ties to the Toronto-based telecom prompted him to recuse himself from city council votes on multiple occasions, to avoid potential conflicts of interest.

He won a third term as mayor in the 2022 municipal election, but announced his resignation months later, after admitting that he’d had an affair with a woman who had been a member of his staff.

Mr. Tory’s disclosed holdings in Rogers are worth just under $15-million at the company’s current share price, according to the proxy circular.

That’s a considerably larger stake than the $5.5-million worth of stock he held in 2014, before he stepped down from the board. As a result of doing so, he no longer had to disclose his holdings.

The growth in Mr. Tory’s stake in Rogers is attributable to both growth in the telecom’s share price and an increase in his reported holdings of both voting Class A and non-voting Class B shares.

In an e-mail, Mr. Tory said the increase in his reported Class A holdings, from 7,812 shares in 2014 to 83,200 today, is due to shares owned “by a family investment entity which I do not control.”

Some of his reported 176,770 Class B shares are also held by that entity, he said, adding that he had acquired some additional Class B shares in 2024 after resigning from the mayoralty. In 2014, Rogers reported his Class B ownership at 111,000 shares.

Rogers’s directors each received an annual retainer of $110,000 in 2023, plus $120,000 in Rogers stock. They received an additional $5,500 for each board committee they served on, and more for each committee they chaired.

The connections between Mr. Tory’s family and the Rogers family date to the late 1950s, when Ted Rogers articled at Torys LLP, the law firm founded by Mr. Tory’s grandfather and later run by his father, John A. Tory, who served on the Rogers board for decades.

Over the years, the younger Mr. Tory developed a friendship with Ted Rogers and his wife, Loretta, and worked as an executive at the telecom, serving as the head of Rogers Media and then of Rogers Cable. He left in 2003 to pursue a career in politics.

Mr. Tory kept his various roles at several Rogers family trusts after becoming mayor in 2014, citing a moral obligation to the company’s late founder, who died of congestive heart failure in 2008.

Mr. Tory said that aside from donating a very small number of his personal Rogers holdings to charity one year, he did not deal with any of his shares in the telecom while he was mayor.

“I dealt with the matter of conflict by following the applicable rules, which require self declaration of any possible conflicts at council or committee meetings,” he said.

In late 2022, Toronto Integrity Commissioner Jonathan Batty cleared Mr. Tory of voting improperly on road restrictions that could have affected fans attending Toronto Blue Jays games. (Rogers owns both the team and the stadium in which it plays.)

The following year, in a 122-page report, Mr. Batty concluded that Mr. Tory had broken ethics rules, both by having an affair with a subordinate and by voting on a proposal for the city to pursue a World Cup deal with Maple Leaf Sports and Entertainment, since by this time MLSE employed the woman he’d had an affair with. (Rogers and BCE Inc. together own 75 per cent of MLSE, the parent company of Toronto’s professional hockey, basketball, soccer and Canadian Football League teams.)

The proxy circular also reveals that several members have been added to the advisory committee to the Rogers Control Trust in order to replace the three members – family matriarch Loretta Rogers and two of her husband’s top lieutenants, Phil Lind and Alan Horn – who have passed away in recent years. Ted Rogers’s childhood best friend Toby Hull is also no longer on the advisory committee.

The Rogers Control Trust steers the telecom and media giant through its ownership of 97.5 per cent of the company’s voting Class A shares.

The new members are Bob Reeves, president and chief executive officer of the family holding company Rogers Telecommunications Limited; company director Jan Innes; David Miller, the telecom’s former chief legal officer; and Rogers executive Tom Turner.

The Globe and Mail previously reported Mr. Turner’s addition to the advisory committee.