Rogers is a family-founded, family-controlled company, and we take pride in our proactive and disciplined approach to ensuring that our governance structure and practices instil the confidence of our shareholders. With the passing in December 2008 of our founder and previous CEO, Ted Rogers, his voting control of Rogers Communications passed to a trust whose beneficiaries are members of the Rogers family. The trust holds voting control of Rogers Communications for the benefit of successive generations of the Rogers family. The Rogers family are substantial stakeholders, and owned approximately 28 % of our equity as of December 31, 2013. Our Board of Directors is made up of four members of the Rogers family, and another 13 directors who bring a mix of experience as business leaders in North America. All of our directors are firmly committed to strong oversight and the ongoing creation of shareholder value. The Board as a whole is committed to sound corporate governance, and continually reviews its governance practices and benchmarks them against acknowledged leaders and evolving legislation. The Board believes that Rogers’ governance system is effective and that there are appropriate structures and procedures in place. The majority of our directors are independent and we have adopted many best practices for effective governance: We comply with corporate governance guidelines and standards as a Canadian public company listed on the TSX and as a foreign private issuer listed on the NYSE in the US. GLYPH<129> Separation of CEO and chairman roles GLYPH<129> Independent lead director GLYPH<129> Formal corporate governance policy and charters GLYPH<129> Code of business conduct and whistleblower hotline GLYPH<129> Director share ownership guidelines GLYPH<129> Board and committee in camera discussions GLYPH<129> Annual reviews of Board and director performance GLYPH<129> Audit Committee meetings with internal and external auditors GLYPH<129> Orientation programs for new directors GLYPH<129> Regular Board education sessions GLYPH<129> Committee authority to retain independent advisors GLYPH<129> Director material relationship standards. Governance and Risk Management GOVERNANCE AT ROGERS GLYPH<129> Corporate Governance Committee – assists the Board so it has appropriate systems and procedures for carrying out its responsibilities. This committee develops governance policies and practices and recommends them to the board for approval, and leads the Board in its periodic review of board and committee performance. GLYPH<129> Nominating Committee – identifies prospective candidates to serve on our Board. Nominated directors are either elected by shareholders at a meeting, or appointed by the Board. The committee also recommends nominees for each Board committee, including each committee chair. GLYPH<129> Human Resources Committee – assists the Board in monitoring, reviewing and approving compensation and benefit policies and practices. It is also responsible for recommending the compensation of senior management and monitoring the senior executive succession plan. GLYPH<129> Executive Committee – assists the Board in discharging its responsibilities between meetings, including to act in such areas as specifically designated and authorized at a preceding board meeting to consider matters that may arise from time to time. GLYPH<129> Finance Committee – reviews our investment strategies and general debt and equity structure and reports on them to the Board. GLYPH<129> Pension Committee – oversees the administration of our retiree pension plans and reviews the investment performance and provisions of the plans. GLYPH<129> a complete statement of our corporate governance practices GLYPH<129> our codes of conduct and ethics GLYPH<129> full committee charters GLYPH<129> director biographies GLYPH<129> a summary of the differences between the NYSE corporate governance rules that apply to US-based companies and our governance practices as a non-US-based issuer listed on the NYSE. GLYPH<129>A udit Committee – reviews our accounting policies and practices, the integrity of our financial reporting processes and procedures and the financial statements and other relevant disclosure for release to the public. It also assists the Board in its oversight of our compliance with legal and regulatory requirements for financial reporting, and assesses our internal accounting and financial control systems and the qualifications, independence and work of our internal and external auditors. You can find more details about governance at Rogers in the Investor Relations section of our website (rogers.com/governance), including: The Board delegates certain responsibilities to its seven standing committees to ensure proper oversight and accountability: Board Oversight G overnance Best Practices 2013 ANNUAL REPORT ROGERS COMMUNICATIONS INC. 71 MANAGEMENT’S DISCUSSION  AN D ANALYSIS