Rogers Communications Inc. (RCIB) Earnings Call Transcript & Summary

Good morning, everybody. Welcome to the Rogers Communications Annual General Meeting. My name is Jennifer Campeau, and I'm the National Director of Indigenous Collaboration here at Rogers. I'm an Anishinaabe from Yellow Quill First Nation with [Indiscernible] kinship ties to the Métis Nation in the Red River area in Manitoba. I would like to start the meeting with the land acknowledgment to honor our relationship with our hosts. We acknowledge the land we are meeting on is the traditional territory of many nations and is now home to many diverse nations. We also acknowledge that Toronto was covered by Treaty 13 with the Mississaugas of the Credit. And because I am meeting with you all from Toronto today, I acknowledge that Toronto is in the Dish with One Spoon territory. The Dish with One Spoon is a treaty with the Anishinaabe, the Mississaugas and the Haudenosaunee that bound them to share the territory and to protect the land. Subsequent indigenous nations and people, Europeans and all newcomers have been invited into this treaty in the spirit of peace, friendship and respect. Thank you.

Thank you, Jennifer. Good morning, ladies and gentlemen. Welcome to the Rogers building and for all of you on the webcast, thank you very much for joining us here. It's a real pleasure and honor to have you all here. My name is Edward Rogers, Chair of the Board. On behalf of the Rogers family, the Rogers Board and management team, I am pleased to welcome you to this year's shareholders meeting. I would now like to start by thanking our management team for bringing us an exceptional results in 2022. Having a competent CEO and management team does matter. Under Tony's leadership, as our CEO, Rogers has turned around and solidified our position as the leader in Canadian telecommunications. As a company in 2022, we went from second or third against Bell and TELUS and virtually every key metric to number one on almost every metric that does matter. Rogers did this while trying to close the largest deal in Canadian telecom. It is a true testament to our management team's focus, discipline and commitment. Just under 1 month ago, we closed our historic merger with Shaw. And then despite taking over 2 years to close, we did not, at any time, hesitate or step back. This deal made great sense to Rogers in March of 2021 when we announced it, and it made even more sense to us in March of '23 when we finally received approval and shortly thereafter close. This merger builds on the deep legacies of JR Shaw and Ted Rogers, 2 of Canada's greatest entrepreneurs. Both companies have a long history of innovation, entrepreneurship and investment. Shaw was a leader for over 5 decades. Myself and the Rogers team learned a great deal over time from JR Shaw, Jim Shaw, Brad Shaw. And as a united company, we will become stronger and more formidable against Bell and TELUS. Rogers with Shaw will double the size of our cable business to over 9.25 million revenue-generating units and a network covering nearly 70% of households on a national basis. In wireless, we will remain the largest wireless company with the largest 5G network across Canada. In media and sports, we remain an entertainment powerhouse, reaching 96% of Canadians through our many strong sports and media brands. We will have the scale and the reach and the assets to increase the competitive landscape in Canada and deliver even more choice, value and connectivity for consumers and businesses. Our history and our networks are vital to Canada's economy. They are vital to the livelihood of consumers and businesses. As part of the deal, we committed to invest $6.5 billion over the next 5 years to improve high-speed Internet and 5G networks across the West. As a result of this investment and focus, Rogers will be far more formidable a competitor to TELUS in the West. We also committed to expand our connected first success, our low income -- sorry, our low-cost Internet and wireless service that will be available to more than 2.5 million eligible low-income citizens of Canada. Rogers with Shaw will not only deliver more for our customers, but will deliver more for Canada and our digital economy. At the close of this deal, we welcomed onboard Brad Shaw and Trevor English to the Rogers' Board. We are so fortunate to have their insight, knowledge and wisdom. And I look forward to working with them both and know that they will add considerable depth to our Board and value to the combined company in the future. I would also like to pay tribute to 2 long-standing members of our Board who passed away in the last year. Last June, my mother, Loretta Rogers, passed. She joined our Board in May of 1964, only 5 years after Ted founded Rogers. She believed passionately in our company and in my father's vision for the future. She was Ted's closest adviser. And since his passing in 2008, she remained instrumental to our Board, our employees and to myself. In January this year, we also lost Alan Horn. During his 32 years with the company, Alan served in many roles. As our Chief Financial Officer for 10 years, he strengthened our balance sheet, improved the company's debt ratios, achieved an investment-grade rating for Rogers and brought the Rogers' operating companies under one public stock. He also served as our Interim President and CEO twice and our Chair for 11 years. Alan was a key steward of the company and a critical part of the success that Rogers has had. He was a close and trusted adviser and friend to my father, Ted, and to countless senior leaders across Rogers for many, many years. He was also instrumental to our company since 2008 and to me. He was more than a colleague, more than a friend, Alan was a family. The Board's focus will remain on operating performance on competing even more vigorously in the marketplace and on long-term profitable growth. I thank my fellow members of the Board for an extremely busy and time-consuming year in 2022 as we worked through the Shaw approval process. You were also generous with your time and your leadership, which contributed in a large way to the great results that we saw in 2022. Thank you all very much. I also thank Tony, our senior leadership team and all the employees of Rogers across Canada for the tireless efforts in 2022, which have positioned Rogers at the front of the Canadian telecom industry and delivered value to customers and our shareholders. I've never been more confident in our Board, our CEO, our management team and our future. In accordance with the company's articles, I will act as Chair of the meeting and our Chief Legal and Regulatory Officer, Marisa Wyse, will act as a recording secretary of the meeting. I would now like to call the Annual General Meeting of Shareholders of Rogers to order. We will now commence with the formal part of the meeting. Registered holders of Class A shares and duly appointed proxy holders attending online will have the opportunity to vote via the electronic ballot for any ballot that comes before the meeting. Shareholders who have already voted by proxy do not need to vote again unless you wish to change your vote. For those attending online, a voting panel will appear on your screen when it is time to vote on a matter. After we address the motions contained in the meeting materials and consider any other business that might properly come today -- before today's meeting -- the formal part of the meeting, then we will then hear from our President and Chief Executive Officer, Tony Staffieri. We'll then address questions and answers from our shareholders. Shareholders attending online can submit questions through the meeting, but we encourage you to submit your questions as early as you can. To submit a question through the online platform, select the Messaging tab at the top of your screen, type your message within the text box at the top of your Message screen and then click the Send button. Following the conclusion of the question-and-answer period, everyone attending in person is invited to an informal reception that will be held in the foray across the reception hall. This will give you a great opportunity to meet and speak with some officers and members of the Board. With that, I would now like to introduce my colleagues on the Board who are present here today and ask that they stand and be recognized as I call their names: Jack Cockwell; Robert Gemmell; Jan Innes; Dr. Mohamed Lachemi; David Robinson; Martha Rogers; Melinda Rogers-Hixon and Tony Staffieri. I guess he's sitting there, so you all see him. In addition, I would also like to recognize 3 members of the Board watching on the online version today: Michael Cooper; Jake Kerr; and Philip Lind. Lastly, I'd like to recognize and ask that they also stand to be recognized as I call their names: Brad Shaw; Trevor English; and Lisa Rogers. Consistent with the management information circular, Brad Shaw and one other director nominee designated by the Shaw Family Living Trust being Trevor English were appointed to the Board following the close of the Shaw deal and have been serving as directors since then until this meeting started. The Shaw transaction was approved at a date that was too late to allow Brad and Trevor's inclusion as Director nominees in the management information circular. So they won't be elected at this Board meeting. However, they will be reappointed as Directors immediately following this meeting. In addition, since management information circular was mailed, it has been determined that Lisa Rogers will join the Board. Lisa has previously worked for Rogers, was on the Board of Rogers Media when that Board was in place, and brings many years of experience and wisdom as the Founder, President and Chief Executive Officer of the Annual Foundation. Consequently, in order to affect the foregoing immediately after the conclusion of this meeting, the number of directors, the company will have will increase from 13 to 16, and Brad, Trevor and Lisa will be appointed to the Board as additional members of the Board in accordance with the articles of the company. Thank you. Moving on, I will now appoint [Indiscernible] of TSX Trust Company, Rogers' registrar and transfer agents, to act as scrutineers for this meeting. The notice calling this meeting and proxy related to this meeting were mailed on March 24, 2023, to shareholders of record as of March 1, 2023. TSX Trust Company has provided proof of delivery to shareholders as required of the notice and proxy related to this meeting with the meeting materials in the 2022 annual report and financial statements having been made available to shareholders per notice and access under applicable securities laws. Unless there is an objection, I will dispense with the reading of the notice of the meeting. I've also received the scrutineers' initial report on attendance in today's meeting, and I'm advised that there are a sufficient number of shareholders and proxy holders in attendance to constitute a quorum. Notice having been given and a quorum being present, I now declare the meeting to be regularly called and constituted for the transaction of business. As noted in the meeting materials, only registered holders of Class A shares or the proxy holders are entitled to vote on matters at today's meeting. Holders of Class B shares are encouraged to participate in the discussions during the question-and-answer period. The first item of business is the presentation of the company's 2022 annual report and consolidated financial statements, copies of which were made available before this meeting. I now formally present these items to the meeting and include the report of KPMG, our auditors. I was told I had to hold that out. I would ask that any questions related to financial statements be held until after the presentations. The Board has fixed the number of directors to be elected at 13, and we'll now proceed with the election. The nominating committee intends to nominate all proposed directors whose name are contained in the meeting materials. I now call on Robert Gemmell to make the nominations. Robert?

Thank you, Mr. Chair. I nominate the following persons for election as directors of the company: Jack Cockwell, Michael Cooper, Ivan Fecan, Robert Gemmell, Jan Innes, John (Jake) Kerr, Dr. Mohammed Lachemi; Phil Lind, David Robinson, Edward Rogers, Martha Rogers, Melinda Rogers-Hixon and Tony Staffieri and move that they be elected directors to hold office until the next Annual Meeting of Shareholders.

I David Robinson, second the motion.

Are there any further nominations? Given that there are no additional nominations, I declare the nominations closed. Management has received proxies representing approximately 98% of the corporation's Class A shares. These proxies direct me to vote over 97.6% of the Class A shares in favor of each of the nominees.

Mr. Chair, I demand a poll will be taken.

Because the poll is demanded, I now direct that we proceed to take a vote by ballot. If you're voting as a proxy holder, who holds a proxy instructing you to vote for a particular motion or a resolution, you may only vote in accordance with those instructions. If you are a registered holder of Class A shares or duly appointed proxy holder, please record your vote for the directors now via the voting keypad that was given if attending in person or on the online platform if attending on a virtual basis. If you have already voted or sent in a proxy, there is no need to do anything unless you wish to change your vote. We will now take a short pause for voting. [Voting]

The voting is now closed. Based on the proxies received, I declare that all individuals nominated have been elected directors of Rogers until the next annual meeting. The final voting results will be released later today. As I mentioned earlier, immediately after the conclusion of this meeting, the number of directors of the company will be increased from 13 to 16, and Brad Shaw, Trevor English and Lisa Rogers will be appointed to the Board as additional members in accordance with the articles of the company. The next issue of business is a resolution appointing the external auditors of Rogers. I now call on Robert Gemmell, to make the motion with respect to the appointment of auditors.

Mr. Chair, I move that KPMG LLP, chartered professional accountants, be appointed as auditors of the company to hold office until the next annual meeting or until their successor is appointed.

I, David Robinson, second the motion.

Having heard the motion, is there any discussion? Management has received proxies representing approximately 98% of the corporation's Class A votes. These proxies direct me to vote over 98% of the Class A votes in favor of the resolution.

Mr. Chair, I demand that a poll be taken.

Because a poll is demanded, I now direct that we proceed to take a vote by ballot. If you're a registered holder of Class A shares or duly appointed proxy holder, please record your vote for the auditors now via the voting keypad, if you're attending in person or on the online platform, if attending on a virtual basis. If you have already voted, sent in a proxy, there is no need to do anything unless you wish to change your vote. We will now take a short pause for voting. [Voting]

The voting is now closed. Based on the proxies received, I declare the motion carried. The final voting results will be released later today. Is there any other business that may properly be brought before this meeting? Ladies and gentlemen, as no other formal business that has been properly been brought before this meeting, I declare the meeting now closed. We will now proceed with some comments from Tony Staffieri, our President and Chief Executive Officer. Following his comments, we will address questions from shareholders. If you're attending online and have a question, please submit it now. To submit a question through the online platform, select the Messaging tab at the top of your screen, type your message within the text box at the top of your Messaging screen and then click the Send button. I caution everyone that the remarks and presentations and discussions at today's meeting may contain forward-looking statements. Such statements are based on assumptions as to the future and on management's current expectations and are naturally subject to risk and uncertainties. As noted in the cautionary note, slide now being shown. You should review your Rogers 2022 annual report and first quarter 2023 MD&A. I'm now pleased to call on our President and Chief Executive Officer, Tony Staffieri, here to say a few words. Tony?

Thank you, Edward. Good morning, everyone. Thank you for joining us today. Last year, we set a clear plan to reestablish our leadership position and to deliver sustained, strong results. In short, we set a plan to turn around our performance and to regain our momentum. In 12 months, I'm pleased to share we have made significant progress. As Edward mentioned, we've gone from last or second last in every key metric to #1 in almost every metric. In wireless, we lead in market share and financial performance. In media, we lead in growth. Overall, we lead in margin improvement and total shareholder return. In fact, our total shareholder return in 2022 was up 9%. By comparison, our 2 national competitors had negative returns of minus 4% and minus 8%. At the same time, we have reset the fundamentals in cable and the customer experience. We did this through clear prioritization and disciplined execution. In 2023, we continue to raise the bar. At the start of the year, we issued industry-leading guidance. And this morning, we reported another strong quarter of record performance. We continue to lead in wireless, regain share in cable and accelerate growth in media, all while we continue to make record investments to drive future performance. And we delivered these results while trying to close the largest merger in Canadian telecom history. Despite this backdrop, we have emerged stronger and more formidable. I'm incredibly proud of our senior leadership team, and our employees for staying focused and disciplined during a very intense period. It's a true testament to their perseverance and determination. 3 weeks ago, we closed our historic merger with Shaw. It's an honor to be CEO of the combined company and to work with Edward, Brad, the full Board, our team to build on the legacy of Ted and JR Shaw. We've already started to deliver on our merger commitments and our integration plans. Just last week, we announced the executive leadership team of the combined company, and we've started to execute on our network investments. Over the next 5 years, we will invest an additional $6.5 billion to expand and upgrade our networks in the West. Through these investments, we will connect more rural, remote and indigenous communities, and we will connect more low-income Canadians. These investments will also help the economy, creating thousands of jobs. Over the next 24 months, we will integrate the 2 companies and bring more competition, more choice and more value to Canadians, and we will manage our balance sheet to remain investment grade. With the deal now done, we can squarely focus on one clear goal: to be the company Canadians choose first. To deliver on this goal, we're making some key strategic investments. And it starts with our customer. Last week, we announced plans to bring back hundreds of Shaw customer service jobs to Canada. It's part of a larger commitment to a 100% Canadian-based customer service team. This will ensure every phone call or online chat with a customer is answered by a customer solution specialist in Canada. It means our customers will be served by a team with deep knowledge of our products and services and roots and communities where they live and work. This is on top of the 1,000 customer service representatives we will hire this year. We're making these investments to create a better customer experience. This includes better tools to help our frontline teams get it right for our customers the first time. It includes easy-to-use digital experiences, so customers get the service they want, when they want. And it includes investment in artificial intelligence and machine learning to predict what our customers want and need. Every dollar we invest is to make their experience more seamless. It also includes investments in our networks. We already have the best and largest networks in both wireless and wireline, and we recently announced plans to bring 5G and 911 calling across the entire Toronto subway system. We know safety is a pressing issue for Torontonians and all Canadians. Rogers has a long history of first, and we're proud to announce yet one more today. This morning, I'm pleased to announce not 1, but 2 agreements to bring the latest global technology to Canada. Today, we're announcing an agreement with SpaceX, one of the world's leading satellite companies to bring satellite to mobile phone technology to Canadians across the country. These investments mean that Canadians will be connected everywhere from remote wilderness and national parks to rural highways. We're also partnering with Lynk Global to test and bring their satellite technology to Canada. We've already successfully sent and received text messages to and from space. We're proud to support this groundbreaking technology and to be the first wireless company in Canada to bring satellite coverage to remote areas across our vast country. This will start with tech services next year, almost 40 years after Rogers made the first phone call in Canada. And we will add voice 911 and data over time. We also committed to separate our IP core network to bring Canadians an always-on network. We've signed an agreement, and we're working with Cisco, a world leader in core network architecture, to design and put in place separate wireless and wireline IP cores. Rogers will be the first carrier in Canada to have a dual core throughout the country. This will ensure our customers have 2 completely independent network systems to rely on, one dedicated to wireless and one dedicated to wireline. We will also continue to advance our Internet leadership by bringing even faster speeds to millions of Canadians. We will stay ahead of market demand with our cable network deploying DOCSIS 4.0 technology to bring true 10G home Internet. And we will build more fiber to expand our networks to cover even more Canadians. We're committed to building the biggest and best networks, making our services more reliable and resilient and investing in Canada long term. These investments are about our customers, and they're also about our country. A recent report showed that the Canadian telecom industry contributed $75 billion to GDP, and it supported over 650,000 jobs in 2021 alone, all while we continue to build high-quality networks and deliver prices that remain lower than our U.S. counterparts. As too proud Canadian companies coming together, we will invest for the long term. In closing, I'm pleased with our progress and our momentum. We turned around the performance of our company. We closed our historic merger with Shaw. We're making record investments in our network, and we see strong growth prospects ahead. I'm confident in our plan, our team and our future. The investments we're making today will translate into strong returns tomorrow. Thank you to Edward and to the Board for your support, our team for their commitment and our shareholders for your support. The best is yet to come. Thank you.

Thank you very much, Tony. With that, we will now address any questions from our shareholders. Only questions of interest to all shareholders will be addressed. If your question relates to a personal matter, a Rogers' representative will follow up with you after. To ensure fairness to all of those asking questions, some discretion may be exercised in responding, including the order of which questions are answered, the grouping of similar questions and the amount of time that is given to one topic. We'll do our best to answer all of our questions. And if any questions online are not responded to live, we will contact you and follow up after this meeting. If any shareholders in the room has a question, please rise, wait to be recognized, identify yourself as either a Rogers shareholder or a proxy holder. And because this part of the presentation is being webcast, please be sure to wait until someone has handed you a microphone before asking your question. Now are there any questions in the room? I saw my wife scratching her nose. I don't think that was a question. Any questions? Seeing that, we can come back. But Paul, are there any questions from the online platform?

Mr. Chairman, we have a question from [Gino Antoinette] Please elaborate on any further enhancements, changes, et cetera, to ensure failsafe processes are in place for the Rogers network to avoid any disruptions that were experienced last year?

Well, [Gino], thank you for your question, and I'll start, and hand it over to Tony. But I think one of the things that we're very proud of at Rogers, is the response that Tony and his team did when we did have an outage in 2022. It's something we took extremely serious. Having constant hours on service is paramount to our business, to our brand, and Tony and the team have worked tirelessly since and made a number of investments to address this and make Rogers and always on wireline and wireless network. But Tony, maybe you can give more specifics.

Thank you, Edward, and thank you, [Gino], for the question. We've always been proud of our networks, not only the biggest and best networks, but we're proud to say that we have the most resilient and redundant networks. What you heard today is that we have 2 completely independent networks in the very short while as we work through with Cisco. So what you're going to see is a complete 5G wireless coverage from coast to coast, the only wireless company in Canada to have coverage across the entire country. And we've invested in that as proud Canadians. And coming together with Shaw, we now have a wireline network that covers 70% of Canadian households. By having those run completely independent, Canadians and our customers and businesses can count on each of those networks to run independently and seamlessly over time fall over to one and other if there ever was an interruption. But what you also heard today is a third line of defense, which is satellite coverage, which will give us the reach from coast to coast and importantly, give 911 emergency calls completely across the country, especially in the cases of natural disasters to help our first-line responders. So we're extremely proud of the journey we've been on. We're extremely proud to bring that level of resiliency and redundancy to Canada as a Canadian first. Thank you, [Gino].

Paul, are there any other questions?

Mr. Chairman, there are no further questions.

Thank you, Paul. Ladies and gentlemen, as there are no further questions, this concludes the Rogers Annual General Meeting and discussion. We now invite those in attendance in person to join us, join our members of the Board and management across the foyer for an informal reception. Thank you all for your interest in our company and for taking the time to join us here today. Thank you.