the reimbursement of the portion of revenues the defendants have
received that can reasonably be attributed to the sale of cellular phones
in Canada. We have not recorded a liability for this contingency.
Other Claims
There are certain other claims and potential claims against us. We do
not expect any of these to have a materially adverse effect on our
consolidated financial position.
The outcome of all the proceedings and claims against us, including the
matters described above, is subject to future resolution that includes the
uncertainties of litigation. Based on information currently known to us,
we believe that it is not probable that the ultimate resolution of any of
these proceedings and claims, individually or in total, will have a
material adverse effect on our consolidated financial position or results
of operations. If it becomes probable that we are liable, we will record a
provision in the period the change in probability occurs and it would be
material to our consolidated financial position and results of operations.
OWNERSHIP RISK
Controlling Shareholder
Rogers is a family-founded, family-controlled company.
Voting control of Rogers Communications is held by Rogers Control
Trust whose beneficiaries are members of the Rogers family, several of
whom are also directors of our Board. The trust holds voting control
of Rogers Communications Inc. and its subsidiaries for the benefit of
successive generations of the Rogers family. The trust also deals with
Rogers on the company’s long-term strategy and direction. The trustee
is the trust company subsidiary of a Canadian chartered bank.
As of December 31, 2013, private Rogers family holding companies
controlled by the trust owned approximately 90.9 % of our outstanding
Class A Voting shares and approximately 9.8 % of our Class B Non-
Voting shares, or in total approximately 28 % of the total shares
outstanding. Only Class A Voting shares carry the right to vote in most
circumstances. As a result, the trust is able to elect all members of our
Board and to control the vote on most matters submitted to a
shareholder vote.
CONTROLS AND PROCEDURES
DISCLOSURE CONTROLS AND PROCEDURES
We conducted an evaluation of the effectiveness of the design and
operation of our disclosure controls and procedures as of December 31,
2013, under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial
Officer, pursuant to Rule 13a-15 promulgated under the US Securities
Exchange Act of 1934, as amended. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective at that date.
78 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT