Rogers Communications Inc. (TSX:RCI.B)
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AGM 2018

Apr 20, 2018

Edward Rogers
Chair of the Board, Rogers Communications

Morning, ladies and gentlemen. Thank you for coming. Welcome to the Rogers Buildings and the Velma Rogers Graham Theatre, and welcome to all of you on the webcast here today. My name is Edward Rogers, Chair of the Board. On behalf of our Board and the Officers of Rogers, I am pleased to welcome you to this year's shareholder meeting. In accordance with the company's articles, I will act as the Chair of the meeting, and our Chief Legal and Corporate Affairs Officer, David Miller, will act as the Recording Secretary. I would now like to call the annual meeting of shareholders of Rogers to order. We will now commence with the formal part of the meeting.

After we vote on the motions contained in the meeting materials and consider any other business that might properly come up at today's meeting, we will close the formal part of the meeting, and then our President and CEO, Joe Natale, and our Chief Financial Officer, Tony Staffieri, will talk about some recent results of the company and talk about the parties' objectives going forward. We will then open the floor to questions from shareholders. Following the conclusion of the questions and answer period, everyone is invited to an informal reception that will be held across the foyer at a reception hall. It is a good opportunity for you to meet some of the people on our Board, our family, Joe Natale, and his team.

With that, I would like to introduce my colleagues on the Board who are present with us here today and ask that they stand and be recognized as I call their names: Bonnie Brooks, Robert Burgess, John Clappison, Robert Dépatie, Robert Gemmell, Alan Horn, Phil Lind, our Vice Chair, John MacDonald, Isabelle Marcoux, Joe Natale, our CEO, David Peterson, Charles Sirois, who is retiring today and will talk more about, Loretta Rogers, whose best part of her life is being my mother, Martha Rogers, Melinda Rogers, our Deputy Chair. I'd also like to recognize Bill Birchall, who is here with us today. Bill was on our Board for many years, retired a year ago, but is still very much a friend of the company and the family. Bill, thank you for coming.

My wife and my children, Edward, Jack, and Chloe, are also here, and my brother-in-law, Eric Hixon, is also here, and thank you all for coming. Moving on, I'd like to appoint Chris D'Lima and Rebecca Prentice of AST Trust Company, Rogers Registrar and Transfer Agent, to act as the scrutineers for this meeting. The notice calling this meeting and proxy related to this meeting were mailed on March 18th of 2018 to all people who were shareholders as of March 1st. AST Trust Company has provided proof of delivery to shareholders as required of the notice and proxy related to this meeting, with the meeting materials and the 2017 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 at today's meeting and am advised that there are a sufficient number of shareholders and proxy holders in attendance to constitute a quorum. The scrutineers have also informed me that the number of shares to be voted by proxy against matters to be brought forward at today's meeting is less than 5% of the votes of the voting shares outstanding. Accordingly, voting on the business of the meeting will be conducted by a show of hands unless a person entitled to vote at this meeting demands a ballot. Notice having been properly given and a quorum being present, I now declare this meeting to be regularly called and properly constituted for the transaction of business. As noted in the meeting materials, only holders of Class A shares or their 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 2017 annual report and consolidated financial statements, copies of which were made available outside of the auditorium. I now formally present these items to the meeting, including the report of external auditors, KPMG LLP. As my first annual general meeting as Chair of Rogers, I wanted to express how honored I am to follow after Alan Horn and others who have been our Chair. I speak for myself, our extended family, many of whom are here today, and I express our family's complete support for our company, our Chief Executive Officer, and management. We are optimistic and bullish on the future of Rogers.

Before we proceed with the election of company directors on behalf of the Board and senior management and the Rogers family and all of our shareholders, I would like to take a moment to recognize Charles Sirois for the value he has added to our Board and our company for the six years of service since he has been on our Board. He has been our lead independent member of our Board for the last four years. He served on many Board committees and chaired the Corporate Governance Committee. He has contributed to management, to our family, and has been an immense help to me, Joe, and many others. Charles, we thank you for your service, and we wish you and your family very well. Out of respect to Charles, I was asked to say that in French, but after they saw me practicing, out of respect, I did not.

I would like to welcome John Clappison as our proposed new lead independent member of the Board. Before talking about Alan, I'd also like this morning to think about John Webb Graham, who was our first Chairman. He was Ted's second father and my grandfather, Melinda's and Martha's, and Lisa's grandfather. As I said, he was our first Chairman. He acted as the adult in the room when Ted and Phil and others were blazing new trails and building the company from scratch. He passed away in 1998, but his legacy and his teachings keep with me and many others, and I just wanted to recognize him here today. I'd also like to thank my friend and colleague, Alan Horn, for his numerous contributions to our Board as Chairman over the past 11 years.

He served Rogers not only as our Chair, but as our interim CEO twice and our Chief Financial Officer for just over a decade. I'm also pleased that Alan will continue to be a member of our Board and be a very big part of this company and our future. I want to thank Alan Horn on behalf of the Rogers family, our Board, every Rogers employee for his leadership, his guidance, his humor or attempt at it, and his friendship. Alan, thank you very much. The Board has fixed the number of directors to be elected at this meeting at 15, and we will now proceed with the election of directors. The Nominating Committee intends to nominate all directors whose names are contained on the meeting material. I now call for nominations.

I nominate the following persons for election as directors of the company: Bonnie Brooks, Rob Burgess, John Clappison, Robert Dépatie, Robert Gemmell, Alan Horn, Phil Lind, John MacDonald, Isabelle Marcoux, Joe Natale, David Peterson, Edward Rogers, Loretta Rogers, Martha Rogers, and Melinda Rogers. I move that they be elected directors to hold office until the next annual meeting of shareholders.

I second the motion.

Thank you very much. Are there any further nominations? Given that there are no additional nominations, I declare the nominations closed. As the number of nominees is the same as the number of directors to be elected, I hereby declare that all individuals nominated have been elected directors of Rogers until the next annual meeting. The next item of business is the resolution appointing the external auditors of Rogers. May I have a motion with respect to the appointment of auditors?

I move the 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 second the motion.

Thank you, gentlemen. Having heard the motion, is there any discussion? Would all holders of Class A share in favor of the motion, please raise your right hand. Contrary, if any. I declare the motion carried. Is there any other business that may be properly brought before the meeting? Ladies and gentlemen, as there are no other formal business that has been properly brought before this meeting, I declare the meeting now closed. We will now proceed with some comments from Joe Natale, our President and CEO, and Tony Staffieri, our CFO. Following these comments, we will take questions. I caution everyone that the presentations and discussions today 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 shown on the cautionary slide right in the back of me, you should review the Rogers 2017 annual report and first quarter 2018 MD&A. Joe Natale has been with Rogers for a year now. In fact, it's, I think, pretty much a year to the day, Joe, and he has already made a spectacular difference. Our company is stronger than it was. We are more competitive in every business that we're in, and we're focused on the right things, and the future is strong. Spring is in the air. The first quarter was good. Our stock is up, and the Blue Jays are winning. So with that, it's my pleasure to call on our President and CEO, Joe Natale.

Joe Natale
CEO, Rogers Communications

I'm not sure I can take credit for all that, Edward, but thank you for being so kind. Good morning, and thank you, Edward, again. It's a privilege to be with you today, a privilege to work with you, the Rogers family, and the entire RCI Board. Let me also thank Alan Horn for his incredible leadership as our Board Chair and Charles Sirois for his great insights as our lead director. Let me take this opportunity to welcome John Clappison as our new lead director. Welcome, John. Today, I'd like to share my thoughts on the future of our industry and the investments we're going to make to fuel our growth. First, let me start with a few comments on our performance. In 2017, we delivered on our financial guidance, posting the best financial and customer subscriber results in many years. We grew total revenue by 3%.

We grew adjusted operating profit by 6%. Thanks to strong cost management, we expanded our margins and grew after-tax cash flow to CAD 1.75 billion. We returned CAD 988 million to shareholders through dividends and delivered industry-leading total shareholder return of 28%. I am proud of the Rogers team and all that we accomplished in 2017. Our 2018 financial guidance is strong. It reflects continued growth in revenue along with accelerated growth in EBITDA and free cash flow. I am bullish about our future and the opportunities that lie ahead. Yesterday, we reported our first quarter results, and we're off to a great start. We delivered strong financial and customer subscriber metrics. Total revenue grew 6%. Adjusted EBITDA grew 11% over last year. In wireless, we delivered strong customer net additions while continuing to reduce churn to the best postpaid result in 15 years.

In cable, our world-leading internet service continues to drive growth as customer demands for data doubles every 24 months. Overall, this reflects our overarching focus, delivering consistent and sustained growth in our core business. We have a clear plan with six timeless priorities to guide our actions and direct our investments. A key component of our plan is to invest our capital in a strategic and disciplined manner. Capital allocation is one of the most critical decisions we make as a business. It's about maintaining the strength of our balance sheet so we can take advantage of strategic opportunities. It's about making the right investments at the right time. This has been the hallmark of our success for 60 years as a company, and it will be the hallmark of our success for the next 60, and now is a critical time to invest, a critical time.

We're at the brink of a technological revolution, a revolution that will fundamentally change the way we live and work, and what I think is important about this is that it will define our future. I want to talk to you about that today. As a company, we have one clear purpose: to connect Canadians to a world of possibilities and the moments that matter most in their lives. Our networks and technology are at the center of this, and that is why we've invested substantially in our networks. We've always been the leader. In wireless, we led with 1G. We led with 2G, and then 3 and 4G. It was this foresight that fueled us to become Canada's largest wireless provider. In cable, we led with DOCSIS 1.0, all the way through to DOCSIS 3.1 today.

And today, we are the market leader with a one gigabit capability across our entire footprint. And despite our country's sparse population and vast geography, Canada has some of the best and fastest networks in the world. This didn't just happen. It required entrepreneurs like Ted Rogers to make huge bets. It required the right public policy, policy that incentivized the industry to pour billions into infrastructure. At Rogers, we have invested over CAD 25 billion in our wireless network. Last year alone, we paid CAD 1.2 billion in taxes and fees, contributed over CAD 13 billion to our economy, and over CAD 60 million to our communities. As a country, our networks are a real competitive advantage, an advantage that we must preserve, an advantage we must exploit. Now more than ever, we must build on this advantage for Canada.

We must ensure we have the right climate to spur facilities-based competition, to ensure Canadians enjoy world-class networks at the very heart of our country's innovation agenda. Today, we are at the advent of 5G, and we are ready again. The move to 5G isn't just about taking the next step. The move to 5G is about making a giant leap. With it, we'll deliver a world of possibilities. We will connect machines and vehicles. We'll build smart homes and smart cities. And this goes well beyond self-driving cars. It's about dynamically rerouting traffic based on accidents or hazardous conditions, reducing congestion to get you home in time for family dinner. It's about surgeons remotely operating on a patient with a robotic arm, whether the patient is in Surrey, Sudbury, or St. John's, surgery that can save a life.

It's about monitoring for a national disaster, a flood, an avalanche, a mudslide, monitoring that can save thousands of lives and protect homes and businesses. It's about monitoring soil conditions on a farmer's field, monitoring that will optimize growing conditions, saving farmers time and money. It's about real-time remote patient monitoring so a specialist in Vancouver can provide care to a patient living in rural British Columbia, care that can improve the quality of life. In today's home, the average family has about 11 connected devices. Beyond surfing the internet, they can manage the thermostat, lock the door, monitor the cat or dog when they're away from home. But this is just scratching the surface. By 2020, that number jumps to 50 connected devices.

Soon, everything will be connected, and smart sensors will track the efficiency of your appliances, will identify when maintenance is needed, and automatically prevent flooding, fires, or gas leaks. Your smart sprinkler will adjust its watering schedule based on real-time weather conditions. Your smart lock will recognize you when you approach the front door and unlock it for you. And your smart TV will put you in the front row of a live concert from the comfort of your own home. So this is just not about speed. It's about real-time connections, connections that help customers, businesses, and governments save time, save money, and save lives. You know, 5G moves us from a world of possibility to a world of reality. And it's time. It's time for Canada to invest in this future, to support infrastructure investment, to make sure future generations benefit from this investment.

At Rogers, we're doing our part. We're executing a multi-year plan to bring 5G to Canadians. We're upgrading our 4.5G network to be ready for 5G. We're running 5G trials in multiple cities across multiple frequencies. We will add 5G spectrum and refarm existing spectrum. We'll add micro cells and small cells. We'll upgrade existing sites, add fibre where we need it. And as we said earlier this week, we're working with Ericsson, the partner of choice for North America's largest carriers. We're also investing to make the connected home a reality. You know, if concrete is the foundation of a home, then internet is the foundation of the connected home. And that foundation must be rock solid. Today, we have a world-leading internet service with the fastest widely available speeds.

And we have a multi-year program to future-proof our customers, a plan to deliver the best wall-to-wall Wi-Fi, a plan to deliver upload and download speeds of up to 10 gigabits per second, and eventually to 40 and beyond. It's all about staying one step ahead for our customers. It's all about investing in our capital wisely, delivering a strong economic return so we can continue to invest for our customers. And that is exactly what we're doing with projects like Ignite TV. Ignite TV will integrate all forms of entertainment, including Netflix and YouTube, into one seamless experience. It will integrate real-time information like sports scores and standings into one immersive experience. It will offer an easy and intuitive interface controlled by a voice remote. And we're on track to launch this to customers later this year.

Behind Ignite TV is a partnership with Comcast and over 10,000 software developers delivering a constant stream of updates to ensure perpetual innovation for our customers. Looking ahead, our customers with Ignite will experience a fully integrated smart home, a home powered by voice technology, technology that will lock doors, control your lights, turn off your kid's Wi-Fi when you say good night at the end of a long day. We are ready for that smart home revolution, and we have a sustainable competitive advantage. We have the best internet and the best smart home technology. I like to think of it as a one-two punch, and together, it's giving us a winning formula to deliver the home of the future. Another important part of our future is content. You know, Ted started this company with one radio station.

Media is an integral part of our past and of our future. And having the right content is part of the plan. In our world, that means live sports and local content. We have the best brands in the business. CHFI, where it all started, 680 News, Sportsnet, the winning Toronto Blue Jays, and Citytv, to name a few. Together, we are bringing Canadians the content they want where they want it, when they want it. And overall, at the heart of all this is our customer. And when it comes to service, the bar is constantly rising. Good service today is table stakes tomorrow. Customers want a simple, personalized, and consistent experience. And global players like Amazon set the standard. That is why we are reinventing how we serve and support our customers. This is not about automating what we do today. Far from it.

It's about rethinking how we delight and serve our customers in every aspect of their journey so our customers can engage with us any way they want, whether that's live chat, a mobile app, online, in the store, over the phone, and making their experience seamless and interconnected. This vital work, over time, will have a transformative impact on our business. We'll measure the success through customer loyalty, their willingness to recommend us, and a more efficient and effective customer experience. In closing, it's an incredible time for Rogers, an incredible time for our industry. We're on the cusp of a technological revolution, a revolution that I firmly believe will change lives, will change industries, and change economies. And we're in the center of it. We are translating it. We are leading it. We are driving it. And working together, we'll set the table for the next generation.

And we'll be focused relentlessly on driving long-term shareholder value. Let me thank Edward, our board of directors, for their support. I'd like to thank our 26,000 team members who wake up every day with one goal in mind: do the very best for our customers. I am proud of their unwavering passion and commitment. I'd like to thank our customers for their loyalty. They're the reason we exist and the reason we come to work every day. And of course, to our shareholders, thank you for your ongoing investment and confidence in our team and our organization. Thank you.

Edward Rogers
Chair of the Board, Rogers Communications

Joe, thank you for those inspiring words. And I do, you know, as you were speaking, think that Canada is a relatively small country of 35 million. We will continue to bring these things to Canada first. The networks that we have in wireless and wireline data are second to none in the world today. And I have confidence that Rogers and the industries that we are in are going to bring Canadians these exciting things first. And that's very exciting. And I do have, as you were talking, a lot of friends that are looking forward to the world where you come home and don't have to do any work, and you can just sit down. It just happens.

Joe Natale
CEO, Rogers Communications

Speak out loud.

Edward Rogers
Chair of the Board, Rogers Communications

Some of them are here. I wanted to mention as well, before Tony comes up, that Tony Staffieri has been the chief financial officer of Rogers for many years. And he's been a pillar of strength to our company, our board, to Alan, to Joe through periods of change. He's the first to put up his hand and to go well beyond the call of duty. I'm so thrilled, Tony, at what you do for our company, and on behalf of our company and our board, I thank you very much for it. Tony Staffieri.

Tony Staffieri
CFO, Rogers Communications

Thank you, Edward, for the kind words, and good morning, everyone. This morning, Joe spoke about our accomplishments, the work that lies ahead, and the exciting vision for Rogers in the years to come. I'm pleased to highlight for you this morning that we have the strong financial track record and balance sheet to execute on our plans and visions while delivering profitable growth and meaningful returns for you, our shareholders. A while back, we said we would focus on growth in revenue, profitability, cash flow, and returns on invested capital as the drivers of long-term sustainable growth for Rogers shareholders.

Here's how we're doing on these metrics. In 2017, total revenue grew 3% and adjusted operating profit by 6%. Our free cash flow was up 2%, and our return on assets expanded by 300 basis points. This trajectory continued into the first quarter of 2018, where we delivered revenue growth of 6% and adjusted EBITDA growth of 11% year over year, a strong start towards our 2018 guidance growth rates of 3% to 5% for revenue and 5% to 7% for adjusted EBITDA. Here at Rogers, we run three major businesses. The size of the total Canadian industry we operate in continues to grow at an increasing rate, and we're capturing that growth. In wireless, we saw the total market grow again in 2017 at a rate of approximately 5%. This growth represents over a million new wireless subscribers nationally.

Within that growing market, we are the largest wireless operator in the country, with more customers choosing Rogers over any other competitor. In 2017, we had 354,000 postpaid net customer additions, which was the highest we've seen since 2010. Following that, in the first quarter of this year, we posted 95,000 net additional postpaid customers, which are levels we haven't seen in a first quarter for 15 years. In cable, we're increasing the number of homes and businesses we pass with our leading network technology at the rate of roughly 2% per year. That's about 70,000 potential new customers for us each year. Along with that growth in our footprint, our internet penetration has steadily grown every quarter, and we expect that to continue.

In 2017, with internet leading the way, our household net additions were positive again for the second year in a row after four years of declines, and we're translating all of this growth into our cable financials, where we posted meaningful profitability growth of 2% in 2017 and 4% in the first quarter, clearly achieving the balance across subscriber and financial growth in a highly competitive environment. In media, 2017 delivered another year of strong revenues fueled by growth in several of our media assets, but here, it's clearly sports, which represents the majority. In 2017, Sportsnet remained Canada's number one sports media brand, with average viewership that was 30% ahead of our closest competitor. With all of that as a backdrop, we delivered industry-leading margin improvements in 2017 as well. Wireless margins improved by 50 basis points, and cable margins by 80 basis points.

These improvements continued into Q1 of this year, where margins expanded in wireless and cable by 80 basis points and 140 basis points respectively. Our cost management programs continue to deliver meaningful results with more to come. Turning to cash flows in 2017, we grew after-tax free cash flow by 2%, and our 2018 guidance is for this to grow a further 3% to 5%, all while accelerating our wireless and cable network investments. By executing and delivering on these core value drivers, our total shareholder returns increased 28% in 2017 ahead of the TSX and S&P 500 by a wide margin. We're confident that our focus on consistently delivering will continue to be the best value growth strategy throughout 2018.

On the back of our earnings and free cash flow growth, we've grown our total assets while improving our debt leverage ratio to 2.7 times, materially down from the 3.0 we reported at the end of 2016. We continue to make meaningful improvements to our long-term target leverage ratio of 2 to 2.5 x. Today, our total debt has an average term to maturity of 11.4 years, up from 10.4 a year ago as we continue to take advantage of historically low long-term interest rates. Our average interest rate now sits at a record low of 4.4%. Our issuance earlier this year in the bond markets resulted in the lowest interest rate amongst the sector, owing to our investment-grade credit ratings and the deep demand and confidence that exists for Rogers in the capital markets. Our balance sheet management fundamentally comes down to the quality of our assets.

Our wireless business is supported by a deep portfolio of spectrum holdings and the largest wholly-owned wireless network in the country, which gives us numerous advantages, particularly as we head into 5G. Our cable assets are founded on leading hybrid fibre coax technology, delivering market-leading speeds of up to one gig per second across our entire cable footprint. This not only gives us a competitive advantage today, but also is ready to be further monetized with modest incremental capital as demand for reliable internet speeds continues to grow. And finally, our media business is centered on sports content leadership and the most popular distribution channels in the country for that content. As stewards of your capital, we will continue to drive strong returns on these assets in our day-to-day execution and prudently invest in what's next so that we continue to strive to deliver leading returns for you, our shareholders.

In summary, we had a good year in 2017, followed by a solid first quarter, and we're confident we will deliver a strong 2018. Thank you.

Edward Rogers
Chair of the Board, Rogers Communications

Tony, thank you very much for those comments. With that, I will now open the floor to any questions from shareholders. Also note that members of our executive leadership team are here with us and available to help address any questions that you may have. If any shareholder has a question, please rise, wait to be recognized, and identify yourself as either a Rogers shareholder or proxy holder. And because this part is also being webcast, please be sure to wait until a microphone is handed over. With that, are there any questions? Everyone's just here for the lunch, I guess, but no questions? Any questions in the back? No? Didn't know if that was a stretch or a question, but okay.

Ladies and gentlemen, if there are no questions, then thank you very much for your attendance today. We now invite you to join our directors and members of management for a reception. Please follow the directions of staff to the hall across from the foyer as you leave this auditorium. We look forward to seeing you. Thank you very much.

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