CORPORATE  GOVERNANCE Rogers Communications’ Board of Directors is strongly committed to  sound corporate governance and continually reviews its governance  practices and benchmarks them against acknowledged leaders and  evolving legislation. We are a family-founded and controlled company  and take pride in our proactive and disciplined approach towards  ensuring that Rogers governance structures and practices are deserving  of the confidence of the public capital markets. With the December 2008 passing of Company founder and CEO Ted  Rogers, his voting control of Rogers Communications passed to a trust of  which members of the Rogers family are beneficiaries. This trust holds  voting control of Rogers Communications for the benefit of successive  generations of the Rogers family. As substantial stakeholders, the Rogers family is represented on our  Board and brings a long-term commitment to oversight and value  creation. At the same time, we benefit from having outside Directors  who are experienced North American business leaders. The Rogers Communications Board believes that the Company’s  governance and risk management systems are effective and that the  appropriate structures and procedures are in place.  The composition of our Board and structure of its various committees are  outlined in the table above and on the following page. As well, we make  available detailed information on our governance structures and practices  – including our complete statement of Corporate Governance practices,  our codes of conduct and ethics, full committee charters and Board  member biographies – in the Corporate Governance section within the  Investor Relations section of rogers.com. Also in the Corporate  Governance portion of our website, you will find a summary of the  differences between the NYSE corporate governance rules applicable to  U.S.-based companies and our governance practices as a non-U.S.-based  issuer that is listed on the NYSE. The  Audit Committee  reviews the Company’s accounting policies and  practices, the integrity of the Company’s financial reporting processes  and procedures, and the financial statements and other relevant public  disclosures to be provided to the public. The Committee also assists the  Board in its oversight of the Company’s compliance with legal and  regulatory requirements relating to financial reporting and assesses the  systems of internal accounting, financial controls, risk management and  the qualifications, independence and work of external auditors and  internal auditors. The  Corporate Governance Committee  assists and makes  recommendations to the Board to ensure the Board of Directors has  developed appropriate systems and procedures to enable it to exercise  and discharge its responsibilities. To carry this out, the Corporate  Governance Committee assists the Board in developing, recommending  and establishing corporate governance policies and practices and leads  the Board in its periodic review of the performance of the Board and its  committees. 18 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT AUDIT CORPORATE  GOVERNANCE NOMINATING HUMAN  RESOURCES EXECUTIVE FINANCE PENSION AS OF FEBRUARY 11, 2014 Alan D. Horn, CPA, CA Guy Laurence Martha L. Rogers Peter C. Godsoe, O.C., O. Ont.  Philip B. Lind, CM Melinda M. Rogers C. William D. Birchall John A. MacDonald Dr. Charles Sirois Stephen A. Burch Isabelle Marcoux John H. Tory, O. Ont. John H. Clappison, FCPA, FCA The Hon. David R. Peterson, PC, QC Thomas I. Hull Loretta A. Rogers Edward S. Rogers CHAIR • MEMBER BOARD OF DIRECTORS AND ITS COMMITTEES 