ARCHIVED - Public Notice CRTC 2001-95
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Public Notice CRTC 2001-95 |
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Ottawa, 17 August 2001 |
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The Commission has received the following applications: |
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1. |
Across Canada |
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Applications by SHAW COMMUNICATIONS INC. (Shaw), Canadian Satellite Communicaitions Inc. (Cancom) and STAR CHOICE TELEVISION NETWORK INCORPORATED (Star Choice) to amend conditions of licence related to structural separation. |
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The Commission has received an application, dated 9 April 2001, filed jointly by Shaw Communications Inc. (Shaw), Canadian Satellite Communications Inc. (Cancom) and Star Choice Television Network Incorporated (Star Choice). The application requests modifications to conditions of the satellite relay distribution undertaking (SRDU) licences currently held by Cancom and Star Choice and the direct-to-home (DTH) undertaking licence currently held by Star Choice. |
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In Decision CRTC 97-677, dated 22 December 1997 (Decision 97-677), the Commission approved the merger of Star Choice and Homestar Services Inc. (Homestar), both of which had been authorized to carry on national DTH distribution undertakings. |
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Homestar was a wholly-owned subsidiary of Shaw. In Decision 97-677, the Commission found that, after the merger, effective control of Star Choice would reside with Shaw. Given Shaw's activities in the cable distribution industry, and in the interest of fair and equitable competition, the Commission considered that safeguards were necessary in order to ensure that no undue preference or advantage passed between Star Choice and Shaw, or any of Shaw's affiliates. Accordingly, the Commission amended Star Choice's DTH licence to add conditions specifying that (a) the licensee must not give an undue preference to any person, including itself, or subject any person to an undue disadvantage, (b) the DTH undertaking must remain independent of, and legally separate and distinct from, Shaw and all companies controlled directly or indirectly by Shaw, and (c) members of the board of directors of Shaw, or any company or entity controlled directly or indirectly by Shaw, could not sit on the board of the DTH undertaking. |
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In Decision CRTC 99-169, dated 9 July 1999, the Commission approved the merger of the Cancom and Star Choice SRDUs. In so doing, the Commission revised the conditions related to structural separation in Star Choice's SRDU and DTH licences. In addition, the Commission amended Cancom's SRDU licence to impose conditions related to structural separation. In this context, the Commission stated as follows |
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.Following discussions of the importance of structural separation at the hearing, the applicant did agree to accept conditions of licence in this regard, should the Commission deem them necessary. |
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The objective of such conditions is to prevent the possibility of undue preference and disadvantage that Shaw could confer, due to its dominant position in the cable distribution sector and its vertically- and horizontally- integrated corporate structure, which includes both programming and cable distribution arms. In approving these applications, the Commission considers that, as a result of the influence that Shaw could have on the merged entity, the continuation of conditions of licence creating structural separation is necessary. |
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The conditions of licence prescribed in Decision 99-169 are set out in Appendix A to this public notice. |
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In their application of 9 April, Shaw, Cancom and Star Choice seek to modify the structural separation conditions described above to allow the integration of their corporate, human resources, legal, administrative, investor relations, accounting and technical operations. |
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The applicants state that the SRDU, DTH and cable services offered by Shaw and Cancom/Star Choice would remain separate, with structurally separate groups of employees dealing with sales, marketing and customer service for each of these businesses. The applicants also propose that these employee groups be subject to written procedures to ensure the confidentiality of customer information. |
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The applicants submit that the efficiencies resulting from the proposed changes would improve the cost effectiveness and competitiveness of each of Cancom and Star Choice, would help sustain their growth and would facilitate investment and innovation. They submit, among other things, that such changes are necessary to help Cancom/Star Choice compete effectively against Bell ExpressVu Limited Partnership. |
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The conditions of licence proposed by the applicants are set out in Appendix B to this public notice. |
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The Commission seeks public comment on the licence amendments proposed by Shaw, Cancom and Star Choice. |
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Licensees' address |
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Shaw Communications Inc. |
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Shaw Communications Inc. |
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Canadian Satellite Communications Inc. |
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Examination of applications: |
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At the licensees' address |
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Appendix A |
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Existing conditions of licence for the SRDU licences of Cancom and Star Choice: |
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Structural Separation: |
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- The SRDU undertaking to be carried on by the licensee shall remain at all times an entity that is independent of and legally separate from Shaw Communications Inc. (Shaw), and any of Shaw's subsidiaries, affiliates or related companies. |
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- None of the members of the licensee's board of directors shall be persons who are members of the board of directors of Shaw Communications Inc. (Shaw), or who are members of the board of directors of any of Shaw's subsidiaries, affiliates or related companies licensed as cable distribution undertakings or as programming undertakings, or any direct or indirect holding companies or entities thereof. However, as an exception, members of the board of directors (who are independent of Shaw) of WIC Western International Communications Ltd., WIC Television Ltd., Electronic Digital Delivery Inc., WIC Premium Television Ltd., WIC Radio Ltd., and their subsidiaries, may be members of the licensee's board of directors. |
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- No employee of the SRDU licensee, or any individual providing services on a contractual basis to the SRDU licensee, shall, at the same time, be employed by Shaw Communications Inc. (Shaw), or by any of Shaw's subsidiaries, affiliates or related companies licensed as cable distribution undertakings or as programming undertakings, or any direct or indirect holding companies or entities thereof. However, technical employees (for example, those working in engineering, programming and electronics) of the SRDU licensee or individuals providing technical services (for example, engineering, programming and electronics) to the SRDU licensee could, at the same time, be employed by a DTH licensee that is related to Shaw, or by a company or entity related to Shaw that is not directly or indirectly involved in cable distribution or programming activities. |
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- To the extent the licensee is entitled to information in the possession of a BDU, pursuant to an affiliation agreement, and such information is not available on the public record, the licensee shall retain an independent third-party auditor to access such information and to ensure that only aggregate information and recommendations regarding compliance with the terms of the agreement are transmitted to the licensee. |
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Undue Preference : |
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- The licensee shall not give an undue preference to any person, including itself, or subject any person to an undue disadvantage. |
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Existing conditions of licence for the DTH licence of Star Choice |
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Structural Separation: |
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- The DTH undertaking to be carried on by the licensee shall remain at all times an entity that is independent of and legally separate from Shaw Communications Inc. (Shaw), and any of Shaw's subsidiaries, affiliates or related companies. |
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- None of the members of the licensee's board of directors shall be persons who are members of the board of directors of Shaw Communications Inc. (Shaw), or who are members of the board of directors of any of Shaw's subsidiaries, affiliates or related companies licensed as cable distribution undertakings or as programming undertakings, or any direct or indirect holding companies or entities thereof. However, as an exception, members of the board of directors (who are independent of Shaw) of WIC Western International Communications Ltd., WIC Television Ltd., Electronic Digital Delivery Inc., WIC Premium Television Ltd., WIC Radio Ltd., and their subsidiaries, may be members of the licensee's board of directors. |
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- No employee of the DTH licensee, or any individual providing services on a contractual basis to the DTH licensee, shall, at the same time, be employed by Shaw Communications Inc. (Shaw), or by any of Shaw's subsidiaries, affiliates or related companies licensed as cable distribution undertakings or as programming undertakings, or any direct or indirect holding companies or entities thereof. However, technical employees (for example, those working in engineering, programming and electronics) of the DTH licensee or individuals providing technical services (for example, engineering, programming and electronics) to the DTH licensee could, at the same time, be employed by an SRDU licensee that is related to Shaw, or by a company or entity related to Shaw that is not directly or indirectly involved in cable distribution or programming activities. |
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Appendix B |
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Proposed conditions of licence for the SRDU licences of Cancom and Star Choice |
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Structural Separation: |
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- The licensee shall maintain independent sales, marketing and customer service functions and staff for its satellite relay distribution undertaking. |
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- The licensee shall require all sales, marketing and customer service staff to comply with written procedures established by the licensee designed to ensure that any confidential information obtained from a customer or potential customer of the licensee's satellite relay distribution undertaking or pertaining to product or service offerings of the satellite relay distribution undertaking will remain confidential. The licensee will file a copy of such procedures, as the same may be amended from time to time, with the Commission for prior approval. |
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Undue Preference: |
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- The licensee shall not give an undue preference to any person, including itself, or subject any person to an undue disadvantage. |
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Proposed conditions of licence for the DTH licence of Star Choice |
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Structural Separation: |
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- The licensee shall maintain independent sale, marketing and customer service functions and staff for its DTH undertaking. |
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- The licensee shall require all sales, marketing and customer service staff to comply with written procedures established by the licensee designed to ensure that any confidential information obtained from a customer or potential customer of the licensee's DTH distribution undertaking or pertaining to product or service offerings of the DTH distribution undertaking will remain confidential. The licensee will file a copy of such procedures, as the same may be amended from time to time, with the Commission for prior approval. |
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PUBLIC PARTICIPATION |
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DEADLINE FOR INTERVENTION |
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The intervention must be received by the CRTC and by the applicant ON OR BEFORE the above-mentioned date. The Commission cannot be held responsible for postal delays. |
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Your intervention will be considered by the Commission, and will form part of the public record of the proceeding without further notification to you, provided the procedure set out below has been followed. You will be contacted only if your submission raises procedural questions. |
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Submit your written intervention to the Secretary General of the Commission in ONLY ONE of the following formats: |
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BY ELECTRONIC MAIL TO |
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A true copy MUST be sent to the applicant and proof that this has been done must accompany the intervention sent to the Commission. |
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Where the intervention is filed by electronic means, the line ***End of document*** should be entered following the last paragraph of the document, as an indication that the document has not been damaged during electronic transmission. |
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Please note, that only the documents (applications and interventions) electronically filed will be available on the Commission's web site. You will be able to access these documents by indicating the public notice or the notice of public hearing number. |
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Each paragraph of the document should be numbered. |
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Your intervention should clearly identify the application and indicate whether you support or oppose the application, or if you propose changes to it, include the facts and grounds for your proposal. |
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In the event that the application is brought to the oral phase of the hearing, and if you wish to appear, you must provide reasons why your written comments are not sufficient and why an appearance is necessary. |
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In exceptional circumstances, the Commission may allow an intervenor to present its intervention by teleconference. At the time of filing its intervention, the intervenor must clearly indicate why the Commission should grant such a request. |
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EXAMINATION OF DOCUMENTS DURING NORMAL OFFICE HOURS |
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Documents are available at the local address provided in this notice and at the Commission offices and documentation centres directly involved with these applications or, upon request, within 48 hours, at any other CRTC offices and documentation centres. |
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Central Building |
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Bank of Commerce Building |
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405 de Maisonneuve Blvd. East |
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55 St. Clair Avenue East, Suite 624 |
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Kensington Building |
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Cornwall Professional Building |
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10405 Jasper Avenue, Suite 520 |
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530-580 Hornby Street |
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This document is available in alternative format upon request and may also be examined at the following Internet site: |
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Secretary General |
Date Modified: 2001-08-17
- Date modified: