MANAGEMENT’S DISCUSSION AND ANALYSIS AUDIT C ORPORATE G OVERNAN C E NOMINATIN G HUMAN RE S OUR C E S EXE C UTIVE FINAN C E PEN S ION C HAIR MEMBER BOARD OF DIRECTORS AND ITS COMMITTEES  AS OF FEBRUARY 11, 2014 Al a nD.Horn John A. M ac Don a ld Is ab elle M a r c oux Thom a sI.Hull Peter C . Godsoe, O. C ., O. Ont.  C . Willi a m D. Bir c h a ll  Stephen A. Bur c h  John H. C l a ppison, F C PA, F C A  Guy L a uren c e Philip B. Lind,  C M  The Hon. D a vid R. Peterson, P C , Q C Edw a rd S. Rogers  Lorett a A. Rogers  M a rth a L. Rogers  Melind a M. Rogers  Dr. C h a rles Sirois  John H. Tory, O. Ont.  ,  C PA,  C A Enterprise Risk Management RISK MANAGEMENT Risk G overnance We are committed to continually strengthening our risk management capabilities to protect and enhance shareholder value. The purpose of risk management is not to eliminate risk but to optimize trade-offs between risk and return to maximize value to the organization. Our Enterprise Risk Management program seeks to ensure we identify, assess, manage, monitor and communicate risk consistently throughout the company and that we manage risk in a way that supports our strategic and business goals. This program supports the Audit Committee and the Board’s responsibility for risk by facilitating a formal strategic risk assessment process. The Board has overall responsibility for risk governance and oversees management in identifying the principal risks we face in our business and implementing appropriate risk assessment processes to manage these risks. It delegates certain duties to the Audit Committee. The Audit Committee discusses risk policies with management and the Board, and assists the Board in overseeing our compliance with legal and regulatory requirements. The Audit Committee also reviews: We carry out an annual strategic risk assessment to identify our principal risks and their potential impact on our ability to achieve our strategic plans. This assessment includes reviewing risk reports, audit reports and industry benchmarks, and interviewing key risk owners. We also conduct a formal survey every two years to get management feedback on the key risks facing the organization and identify emerging risks. Then we prioritize the risks using standard risk assessment criteria. Enterprise Risk Management reports the results of the strategic risk assessment to the Executive Leadership Team and the Audit Committee. The Executive Leadership Team is responsible for approving our enterprise risk policies and for identifying and assessing the key risks that affect our ability to meet our corporate objectives. It is also responsible for monitoring these key risks and our action plans to mitigate these risks. Management develops risk management plans. They are responsible for identifying, assessing, managing and monitoring risks in the business units impacting our strategic and business plans, and reporting to the Executive Leadership Team and Enterprise Risk Management. GLYPH<129> the adequacy of the internal controls that have been adopted to safeguard assets from loss and unauthorized use, to prevent, deter and detect fraud and to verify the accuracy of the financial records GLYPH<129> the processes for identifying, assessing and managing risks GLYPH<129> our exposure to major risks and trends and management’s implementation of risk policies and procedures to monitor and control these exposures GLYPH<129> our business continuity and disaster recovery plans GLYPH<129> any special audit steps adopted due to material weaknesses or significant deficiencies that may be identified GLYPH<129> other risk management matters from time to time as determined by the Committee or directed by the Board. 72 ROGERS COMMUNICATIONS INC. 2013 ANNUAL REPORT