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Rogers Communications Inc. – ‘40-F’ for 12/31/23 – ‘EX-31.1’

On:  Tuesday, 3/5/24, at 7:20pm ET   ·   As of:  3/6/24   ·   For:  12/31/23   ·   Accession #:  733099-24-6   ·   File #:  1-10805

Previous ‘40-F’:  ‘40-F’ on 3/10/23 for 12/31/22   ·   Latest ‘40-F’:  This Filing

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  As Of               Filer                 Filing    For·On·As Docs:Size

 3/06/24  Rogers Communications Inc.        40-F       12/31/23  182:25M

Annual Report by a Canadian Issuer   —   Form 40-F   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                  HTML    653K 
 2: EX-23.1     Consent of Expert or Counsel                        HTML     46K 
 6: EX-97.1     Clawback Policy re: Recovery of Erroneously         HTML     61K 
                Awarded Compensation                                             
 7: EX-99.1     Miscellaneous Exhibit                               HTML    468K 
 8: EX-99.3     Miscellaneous Exhibit                               HTML   2.82M 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     56K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     56K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     50K 
14: R1          Cover Page                                          HTML    110K 
15: R2          Audit Information                                   HTML     51K 
16: R3          Consolidated Statements of Income                   HTML     81K 
17: R4          Consolidated Statements of Comprehensive Income     HTML    101K 
18: R5          Consolidated Statements of Financial Position       HTML    123K 
19: R6          Consolidated Statements of Changes in               HTML    110K 
                Shareholders' Equity                                             
20: R7          Consolidated Statements of Cash Flows               HTML    119K 
21: R8          Nature of the Business                              HTML     65K 
22: R9          Material Accounting Policies                        HTML     92K 
23: R10         Business Combinations                               HTML    143K 
24: R11         Capital Risk Management                             HTML    123K 
25: R12         Segmented Information                               HTML     98K 
26: R13         Revenue                                             HTML    123K 
27: R14         Operating Costs                                     HTML     55K 
28: R15         Property, Plant and Equipment                       HTML    153K 
29: R16         Leases                                              HTML     78K 
30: R17         Intangible Assets and Goodwill                      HTML    179K 
31: R18         Restructuring, Acquisition and Other                HTML     56K 
32: R19         Finance Costs                                       HTML     62K 
33: R20         Other (Income) Expense                              HTML     53K 
34: R21         Income Taxes                                        HTML    119K 
35: R22         Earnings Per Share                                  HTML     60K 
36: R23         Accounts Receivable                                 HTML     64K 
37: R24         Inventories                                         HTML     54K 
38: R25         Other Current Assets                                HTML     55K 
39: R26         Financial Risk Management and Financial             HTML    445K 
                Instruments                                                      
40: R27         Investments                                         HTML     79K 
41: R28         Short-Term Borrowings                               HTML    334K 
42: R29         Provisions                                          HTML     63K 
43: R30         Long-Term Debt                                      HTML    334K 
44: R31         Other Long-Term Liabilities                         HTML     57K 
45: R32         Post-Employment Benefits                            HTML    166K 
46: R33         Shareholders' Equity                                HTML     69K 
47: R34         Stock-Based Compensation                            HTML    121K 
48: R35         Related Party Transactions                          HTML     73K 
49: R36         Guarantees                                          HTML     50K 
50: R37         Commitments and Contingent Liabilities              HTML     77K 
51: R38         Supplemental Cash Flow Information                  HTML     71K 
52: R39         Material Accounting Policies (Policies)             HTML    247K 
53: R40         Nature of the Business (Tables)                     HTML     98K 
54: R41         Material Accounting Policies (Tables)               HTML     74K 
55: R42         Business Combinations (Tables)                      HTML    121K 
56: R43         Capital Risk Management (Tables)                    HTML    118K 
57: R44         Segmented Information (Tables)                      HTML     98K 
58: R45         Revenue (Tables)                                    HTML    113K 
59: R46         Operating Costs (Tables)                            HTML     55K 
60: R47         Property, Plant and Equipment (Tables)              HTML    145K 
61: R48         Leases (Tables)                                     HTML     60K 
62: R49         Intangible Assets and Goodwill (Tables)             HTML    165K 
63: R50         Restructuring, Acquisition and Other (Tables)       HTML     53K 
64: R51         Finance Costs (Tables)                              HTML     61K 
65: R52         Other (Income) Expense (Tables)                     HTML     53K 
66: R53         Income Taxes (Tables)                               HTML    121K 
67: R54         Earnings Per Share (Tables)                         HTML     57K 
68: R55         Accounts Receivable (Tables)                        HTML     64K 
69: R56         Inventories (Tables)                                HTML     53K 
70: R57         Other Current Assets (Tables)                       HTML     55K 
71: R58         Financial Risk Management and Financial             HTML    564K 
                Instruments (Tables)                                             
72: R59         Investments (Tables)                                HTML     87K 
73: R60         Short-Term Borrowings (Tables)                      HTML    307K 
74: R61         Provisions (Tables)                                 HTML     58K 
75: R62         Long-Term Debt (Tables)                             HTML    387K 
76: R63         Other Long-Term Liabilities (Tables)                HTML     57K 
77: R64         Post-Employment Benefits (Tables)                   HTML    154K 
78: R65         Shareholders' Equity (Tables)                       HTML     66K 
79: R66         Stock-Based Compensation (Tables)                   HTML    115K 
80: R67         Related Party Transactions (Tables)                 HTML     64K 
81: R68         Commitments and Contingent Liabilities (Tables)     HTML    146K 
82: R69         Supplemental Cash Flow Information (Tables)         HTML     71K 
83: R70         Nature of the Business (Details)                    HTML     47K 
84: R71         Material Accounting Policies (Details)              HTML     65K 
85: R72         BUSINESS COMBINATIONS - Pro Forma Disclosures       HTML     60K 
                (Details)                                                        
86: R73         BUSINESS COMBINATIONS - Acquisition Of Shaw         HTML    125K 
                Communications (Details)                                         
87: R74         BUSINESS COMBINATIONS - Schedule Of Purchase Price  HTML    161K 
                Allocation (Details)                                             
88: R75         BUSINESS COMBINATIONS - Schedule of Property,       HTML    133K 
                Plant, and Equipment Acquired (Details)                          
89: R76         BUSINESS COMBINATIONS - Schedule Of Intangible      HTML     86K 
                Asset Acquired (Details)                                         
90: R77         BUSINESS COMBINATIONS - Other Acquistions           HTML     86K 
                (Details)                                                        
91: R78         CAPITAL RISK MANAGEMENT - Narrative (Details)       HTML     70K 
92: R79         CAPITAL RISK MANAGEMENT - Debt Leverage Ratio       HTML     51K 
                (Details)                                                        
93: R80         CAPITAL RISK MANAGEMENT - Free Cash Flow (Details)  HTML     57K 
94: R81         CAPITAL RISK MANAGEMENT - Reconciliation of Free    HTML     66K 
                Cash Flow (Details)                                              
95: R82         CAPITAL RISK MANAGEMENT - Available Liquidity       HTML     87K 
                (Details)                                                        
96: R83         Segmented Information (Details)                     HTML     92K 
97: R84         REVENUE - Narrative (Details)                       HTML     63K 
98: R85         REVENUE - Contract Assets, Contract Liabilities,    HTML     78K 
                Deferred Commission Cost Assets (Details)                        
99: R86         REVENUE - Unsatisfied Portions of Performance       HTML     57K 
                Obligations (Details)                                            
100: R87         REVENUE - Disaggregation of Revenue (Details)       HTML     67K  
101: R88         Operating Costs (Details)                           HTML     57K  
102: R89         PROPERTY, PLANT AND EQUIPMENT - Estimated Useful    HTML     65K  
                Lives (Details)                                                  
103: R90         PROPERTY, PLANT AND EQUIPMENT - Changes in Net      HTML    145K  
                Carrying Amounts of Property, Plant and Equipment                
                (Details)                                                        
104: R91         PROPERTY, PLANT AND EQUIPMENT - Narrative           HTML     53K  
                (Details)                                                        
105: R92         Leases (Details)                                    HTML     73K  
106: R93         INTANGIBLE ASSETS AND GOODWILL - Finite useful      HTML     58K  
                lives (Details)                                                  
107: R94         INTANGIBLE ASSETS AND GOODWILL - Explanatory        HTML     56K  
                information about intangible assets and goodwill                 
                (Details)                                                        
108: R95         INTANGIBLE ASSETS AND GOODWILL - Changes in net     HTML    187K  
                carrying amounts of intangible assets and goodwill               
                (Details)                                                        
109: R96         INTANGIBLE ASSETS AND GOODWILL - Overview of        HTML     72K  
                methods and key assumptions used to determine                    
                recoverable amounts for CGUs (Details)                           
110: R97         Restructuring, Acquisition and Other (Details)      HTML     53K  
111: R98         Finance Costs (Details)                             HTML     71K  
112: R99         Other (Income) Expense (Details)                    HTML     53K  
113: R100        INCOME TAXES - Components of tax expense (Details)  HTML     63K  
114: R101        INCOME TAXES - Reconciliation of income tax         HTML     74K  
                expense applying statutory tax and effective tax                 
                rates (Details)                                                  
115: R102        INCOME TAXES - Deferred income taxes (Details)      HTML     82K  
116: R103        INCOME TAXES - Unrecognized deferred tax assets     HTML     58K  
                (Details)                                                        
117: R104        Earnings Per Share (Details)                        HTML     73K  
118: R105        ACCOUNTS RECEIVABLE - Accounts Receivable           HTML     61K  
                (Details)                                                        
119: R106        ACCOUNTS RECEIVABLE - Financing Receivables         HTML     51K  
                (Details)                                                        
120: R107        Inventories (Details)                               HTML     54K  
121: R108        Other Current Assets (Details)                      HTML     56K  
122: R109        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML     93K  
                INSTRUMENTS - Credit Risk (Details)                              
123: R110        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML    146K  
                INSTRUMENTS - Liquidity Risk (Details)                           
124: R111        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML     71K  
                INSTRUMENTS - Interest Rate Risk (Details)                       
125: R112        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML    116K  
                INSTRUMENTS - Derivative Instruments - Net Asset                 
                (Liability) Position (Details)                                   
126: R113        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML     67K  
                INSTRUMENTS - Net Cash Proceeds (Payments) on Debt               
                Derivatives (Details)                                            
127: R114        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML     92K  
                INSTRUMENTS - Changes in Fair Value of Derivatives               
                (Details)                                                        
128: R115        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML     59K  
                INSTRUMENTS - Balance Sheet Classification                       
                (Details)                                                        
129: R116        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML    211K  
                INSTRUMENTS - Details of Derivative Instruments                  
                (Details)                                                        
130: R117        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML    105K  
                INSTRUMENTS -Interest Rate Derivatives (Details)                 
131: R118        FINANCIAL RISK MANAGEMENT AND FINANCIAL             HTML    111K  
                INSTRUMENTS - Financial Instruments at Fair Value                
                (Details)                                                        
132: R119        INVESTMENTS - Investment Types (Details)            HTML     55K  
133: R120        INVESTMENTS - Narrative (Details)                   HTML     71K  
134: R121        INVESTMENTS - Associates and Joint Venture          HTML     86K  
                Investment Impact (Details)                                      
135: R122        SHORT-TERM BORROWINGS - Short-term Borrowings       HTML     56K  
                (Details)                                                        
136: R123        SHORT-TERM BORROWINGS - Proceeds/Repayments From    HTML     77K  
                Borrowing Programs (Details)                                     
137: R124        SHORT-TERM BORROWINGS - Accounts Receivable         HTML     69K  
                Securitization (Details)                                         
138: R125        SHORT-TERM BORROWINGS - US Commercial Paper         HTML     54K  
                Program (Details)                                                
139: R126        SHORT-TERM BORROWINGS - Non-Revolving Credit        HTML     67K  
                Facility (Details)                                               
140: R127        SHORT-TERM BORROWINGS - Movement in Borrowing       HTML     72K  
                Programs (Details)                                               
141: R128        SHORT-TERM BORROWINGS - Committed Credit Facility   HTML     49K  
                (Details)                                                        
142: R129        Provisions (Details)                                HTML     70K  
143: R130        LONG-TERM DEBT - Summary of Long-term Debt          HTML    265K  
                (Details)                                                        
144: R131        LONG-TERM DEBT - Long-Term Debt Activity (Details)  HTML    131K  
145: R132        LONG-TERM DEBT - Weighted Average Interest Rate     HTML     49K  
                (Details)                                                        
146: R133        LONG-TERM DEBT - Bank Credit and Letter of Credit   HTML    117K  
                Facilities (Details)                                             
147: R134        LONG-TERM DEBT - Senior Notes and Debentures        HTML    314K  
                (Details)                                                        
148: R135        LONG-TERM DEBT - Principal Repayments (Details)     HTML     95K  
149: R136        LONG-TERM DEBT - Terms and Conditions (Details)     HTML     50K  
150: R137        Other Long-Term Liabilities (Details)               HTML     57K  
151: R138        POST-EMPLOYMENT BENEFITS - Principal Actuarial      HTML     61K  
                Assumptions (Details)                                            
152: R139        POST-EMPLOYMENT BENEFITS - Sensitivity of Key       HTML     67K  
                Assumptions (Details)                                            
153: R140        POST-EMPLOYMENT BENEFITS - Present Value of         HTML     63K  
                Accrued Plan Benefits and Estimated Market Values                
                of Net Assets (Details)                                          
154: R141        POST-EMPLOYMENT BENEFITS - Summary of Pension Fund  HTML     74K  
                Assets (Details)                                                 
155: R142        POST-EMPLOYMENT BENEFITS - Summary of Accrued       HTML     82K  
                Benefit Obligations (Details)                                    
156: R143        POST-EMPLOYMENT BENEFITS - Composition of Plan      HTML     56K  
                Assets (Details)                                                 
157: R144        POST-EMPLOYMENT BENEFITS - Benefit Plan Costs       HTML     64K  
                (Details)                                                        
158: R145        POST-EMPLOYMENT BENEFITS - Narrative (Details)      HTML     61K  
159: R146        POST-EMPLOYMENT BENEFITS - Remeasurement            HTML     65K  
                Recognized in OCI and Equity (Details)                           
160: R147        POST-EMPLOYMENT BENEFITS - Allocation of Plan       HTML     72K  
                Assets (Details)                                                 
161: R148        POST-EMPLOYMENT BENEFITS - Contributions to Plans   HTML     52K  
                (Details)                                                        
162: R149        SHAREHOLDERS' EQUITY - Capital Stock (Details)      HTML     73K  
163: R150        SHAREHOLDERS' EQUITY - Dividends (Details)          HTML     65K  
164: R151        STOCK-BASED COMPENSATION - Principal assumptions    HTML     57K  
                used to determine fair value of stock options                    
                (Details)                                                        
165: R152        STOCK-BASED COMPENSATION - Narrative (Details)      HTML    129K  
166: R153        STOCK-BASED COMPENSATION - Summary of Stock-based   HTML     57K  
                Compensation Expense (Details)                                   
167: R154        STOCK-BASED COMPENSATION - Stock Options Activity   HTML     72K  
                (Details)                                                        
168: R155        STOCK-BASED COMPENSATION - Stock Option Range of    HTML    101K  
                Exercise Prices (Details)                                        
169: R156        STOCK-BASED COMPENSATION - Restricted and Deferred  HTML     61K  
                Share Unit Activity (Details)                                    
170: R157        RELATED PARTY TRANSACTIONS - Narrative (Details)    HTML     73K  
171: R158        RELATED PARTY TRANSACTIONS - Key Management         HTML     54K  
                Personnel Compensation (Details)                                 
172: R159        RELATED PARTY TRANSACTIONS - Key Management         HTML     48K  
                Personnel Transactions (Details)                                 
173: R160        RELATED PARTY TRANSACTIONS - Subsidiary             HTML     56K  
                Transactions (Details)                                           
174: R161        COMMITMENTS AND CONTINGENT LIABILITIES - Future     HTML     65K  
                Minimum Payments for Contractual Commitments                     
                (Details)                                                        
175: R162        COMMITMENTS AND CONTINGENT LIABILITIES - Other      HTML     60K  
                (Details)                                                        
176: R163        SUPPLEMENTAL CASH FLOW INFORMATION - Changes in     HTML     68K  
                non-cash operating working capital items (Details)               
177: R164        SUPPLEMENTAL CASH FLOW INFORMATION - Acquisitions   HTML     64K  
                and other strategic transactions, net of cash                    
                acquired (Details)                                               
179: XML         IDEA XML File -- Filing Summary                      XML    345K  
182: XML         XBRL Instance -- rci-20231231_htm                    XML   7.55M  
178: EXCEL       IDEA Workbook of Financial Report Info              XLSX    495K  
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180: JSON        XBRL Instance as JSON Data -- MetaLinks              778±  1.23M  
181: ZIP         XBRL Zipped Folder -- 0000733099-24-000006-xbrl      Zip    917K  


‘EX-31.1’   —   Certification — §302 – SOA’02


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 C:   C: 
  Document  

Exhibit 31.1

Section 302 Certification

Rogers Communications Inc.

CERTIFICATIONS

I, Tony Staffieri, President and Chief Executive Officer, certify that:

1.I have reviewed this annual report on Form 40-F of Rogers Communications Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit and risk committee of the issuer’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.

Date: March 5, 2024"Tony Staffieri"
Tony Staffieri
President and Chief Executive Officer




Rogers Communications Canada Inc.

CERTIFICATIONS

I, Tony Staffieri, President and Chief Executive Officer, certify that:

1.I have reviewed this annual report on Form 40-F of Rogers Communications Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this report;

4.The issuer’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the issuer and have:

a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.Evaluated the effectiveness of the issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.Disclosed in this report any change in the issuer’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the issuer’s internal control over financial reporting; and

5.The issuer’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the issuer’s auditors and the audit and risk committee of the issuer’s board of directors (or persons performing the equivalent functions):

a.All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the issuer’s ability to record, process, summarize and report financial information; and

b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the issuer’s internal control over financial reporting.
 
Date: March 5, 2024"Tony Staffieri"
Tony Staffieri
President and Chief Executive Officer



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘40-F’ Filing    Date    Other Filings
Filed as of:3/6/246-K
Filed on:3/5/246-K
For Period end:12/31/236-K
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Filing Submission 0000733099-24-000006   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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