Transcript, Hearing November 22, 2021

Volume: 1
Location: Gatineau, Québec
Date: November 22, 2021
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Please note that the Official Languages Act requires that government publications be available in both official languages.

In order to meet some of the requirements under this Act, the Commission's transcripts will therefore be bilingual as to their covers, the listing of CRTC members and staff attending the hearings, and the table of contents.

However, the aforementioned publication is the recorded verbatim transcript and, as such, is transcribed in either of the official languages, depending on the language spoken by the participant at the hearing.

Attendees and Location

Held at:

Outaouais Room
Conference Centre
140 Promenade du Portage
Gatineau, Québec


Table of Contents

PHASE I - Applicant’s presentation

41 Rogers/Shaw


405 Undertaking

439 Undertaking

489 Undertaking

590 Undertaking

600 Undertaking

702 Undertaking

721 Undertaking

780 Undertaking

900 Undertaking

1065 Undertaking

1069 Undertaking

1073 Undertaking

1174 Undertaking

1181 Undertaking

1202 Undertaking

1316 Undertaking


Gatineau, Quebec

--- Upon commencing on Monday, November 22nd, 2021 at 10:00 a.m./ L’audience débute le lundi 22 november 2021 à 11 h 00

1 THE CHAIRPERSON: Good morning, and welcome to this public hearing.

2 Bonjour et bienvenue à cette audience publique. Avant de commencer, je tiens à souligner que les terres sur lesquelles nous sommes réunis font partie du territoire traditionnel non cédé des Algonquiens. Je tiens à remercier les peuples Anishnabe et à rendre hommage à ses aînés. Je reconnais également que de nombreux participants qui se joignent virtuellement à l’audience trouvent à des différents endroits et peuvent donc se trouver dans un territoire traditionnel autochtone différent. Je vous encourage à prendre un moment pour y réfléchir.

3 Au cours de cette audience, nous examinerons les demandes de Rogers Communications à acquérir toutes les actions émises et en circulation de Shaw Communications. Et en ce qui concerne uniquement les actifs de radiodiffusion de ce dernier, qui inclut, that include Shaw's current ownership interest in CPAC; cable television services in British Columbia, Alberta, Saskatchewan, and Manitoba; the national satellite service, Shaw Direct; the national satellite relay distribution service, Shaw Broadcast services; and Shaw Pay-per-view.

4 This proposed transaction is of considerable scope and would impact Canadians, producers, broadcasters, and the industry as a whole.

5 Over two million Canadians subscribe to Shaw's cable service and satellite television services. Many Canadians stay connected to their communities through Shaw's community channels.

6 Broadcasters and producers rely on funding contributed by Shaw for the creation of local news, community programming, and independent productions.

7 As with all ownership transactions, we consider the merits of the application under the existing regulatory framework, and it is the responsibility of the Applicant to demonstrate ---

8 MS. ROY: Mr. Chairman? I'm very sorry. We need to just wait one minute. We're having issues with the stream. We want to make sure everybody hears your opening remarks.

9 THE CHAIRPERSON: Merci, Madame la secretaire. We will just pause for one second. I was just getting up a head of steam.

10 MS. ROY: We will just test to make sure that we can hear us on the website, so I will just ask the technician to confirm that we are streaming. Can you hear me?

11 Can you hear me on the website? Can you hear me streaming? Yes. So I have the thumbs up.

12 You may continue, Mr. Chairman. Maybe just start over?

13 THE CHAIRPERSON: Merci. I'll just go back to the preceding paragraph for where it dropped off. My apologies, or our apologies.

14 As with all ownership transactions, we consider the merits of the application under the existing regulatory framework, and it is the responsibility of the Applicant to demonstrate that a transaction is in the public interest. In this case, Rogers bears the burden of proof.

15 As I have mentioned it previously, this application, and by extension, this hearing, strictly deals with the broadcasting component of the overall transaction announced by Rogers and Shaw. We understand that the transaction also involves Shaw's other business lines, including telephone, wireless, and internet services; however, we will not be reviewing any telecommunications-related matters during this hearing, as the companies do not require prior approval from the Commission. These elements will be subject to review by the Competition Bureau and by Innovation, Science, and Economic Development Canada. Therefore, I would ask intervenors to focus on matters of concern to the application that is before us.

16 The Commission will take into account the intangible benefits that could result from this transaction, as well as the tangible benefits in the form of financial contributions that would be made to the broadcasting system.

17 As this transaction impacts the ownership structure and governance of CPAC, it has been granted the opportunity to appear in its own right to answer questions pertaining to these issues and its operations.

18 Finally, I would like to assure all parties that the application will be assessed on its own merits.

19 As always, the Commission will base its decision on the evidence on public record and present it as part of this public hearing.

20 Avant de commencer, permettez-moi de vous présenter mes collègues. Le comité est composé des personnes suivantes :

21 Madame Claire Anderson, conseillère représentant la Colombie Britannique et le Yukon;

22 Madame Nirmala Naidoo, conseillère représentant l’Alberta et les Territoires du Nord-Ouest;

23 Madame Monique Lafontaine, conseillère représentant la région de l’Ontario;

24 Madame Ellen Desmond, conseillère représentant la région de l’Atlantique et du Nunavut;

25 Et moi, Ian Scott, président.

26 Les membres du personnel du Conseil qui nous assistent sont les suivants :

27 Cédrick Lelièvre, gérant d’audience;

28 Christina Maheux et Matthew Welch, conseillers juridiques;

29 Madame Jade Roy, secrétaire de l’audience.

30 J’inviterais maintenant Madame Roy à expliquer la procédure que nous allons suivre. Madam Secretary will explain our procedures. Alors, Madame la secretaire?

31 MME ROY: Merci, Monsieur le président et bonjour à tous.

32 Before we start, I would like to go over a few housekeeping matters to ensure the proper conduct of the hearing.

33 There is a verbatim transcript of this hearing being taken by the court reporter. Please note that the transcript of each day will be posted on the Commission's website the following business day.

34 Veuillez noter que les documents seront disponibles sur Twitter, sur le compte du Conseil, à @crtcaudiences en utilisant le mot-clic #crtc.

35 Just a reminder that pursuant to sections 41 of the Rules of Practice and Procedures, you must not submit evidence at the hearing unless it supports statements already on the public record. If you wish to introduce new evidence as an exception to this rule, you must ask permission of the Panel of the hearing before you do so.

36 Veuillez noter que si les parties s’engagent à déposer des renseignements auprès du Conseil en réponse à des questions posées par le comité d’audition, ces engagements seront confirmés dans la transcription de l’audience.

37 The hearing is expected to last five days. We will advise you of any scheduled changes as they occur. Participants are reminded that they must be ready to present on the day scheduled, or if necessary, the day before or after, depending on the progress of the hearing.

38 Please make sure to speak clearly in your mic, and if you are not speaking, put your microphone on mute.

39 And now, Mr. Chairman, we will begin Phase I of this hearing, in which we will hear the presentation by the Applicant, Rogers Communications Inc. on behalf of Shaw Communications Inc. for the transfer of ownership of Shaw to Rogers.

40 Please introduce yourself, and you will then have 30 minutes to make your presentation.


41 MR. WOODHEAD: Good morning, Mr. Chair, Commissioners, and Commission staff. Thank you again for accommodating us during these extraordinary times.

42 My name is Ted Woodhead. I'm Rogers' Senior Vice-President, Regulatory.

43 We are pleased to be here today.

44 Let me begin by introducing our panel.

45 To my right is Dean Prevost, President, Rogers Connected Home.

46 To Dean’s right is Edward S. Rogers, Chairman of the Board of Directors of Rogers Communications.

47 To Edward’s right is Brad Shaw, Executive Chair and CEO of Shaw Communications.

48 To Brad’s right is Paul McAleese, President, Shaw.

49 To my left is Pam Dinsmore, Vice President, Regulatory, Cable.

50 From the second row, from your right to left are: Peter Kovacs, Director, Regulatory – Content Distribution Broadband Policy, Rogers; Susan Wheeler, Vice-President, B2B Distribution and Regulatory, Rogers Sports and Media; Eric Bruno, SVP Content and Residential Products, Rogers; Lisa Damiani, Chief Legal and Regulatory Officer, Rogers; Peter Johnson, Executive Vice President, Chief Legal and Regulatory Officer, Shaw; Dean Shaikh – Vice President, Regulatory Affairs, Shaw.

51 The third and last row, from your right to left are: Robin Mirsky, Executive Director, Rogers Group of Funds; Julie Henson, General Manager, Rogers TV; Andrew Eddy, Vice President, Programming, Shaw; Cynthia Rathwell, Vice President, Legislative and Policy Strategy, Shaw; Paul Cowling – Senior Vice President, General Counsel and Regulatory Affairs, Shaw.

52 With that, I will turn it over to Edward Rogers.

53 MR. ROGERS: Thank you, Ted.

54 Good morning, Mr. Chair, and members of the CRTC and staff.

55 My name is Edward Rogers, Chair of the Board of Rogers. I am honoured to be here today to request your approval for the merger of Rogers and Shaw, two separate companies, but one common vision for the future.

56 My father, Ted Rogers, and Brad’s father, JR Shaw, started their companies from almost nothing, invested and risked it all. They were visionaries. They were builders. They were incredibly proud to work, live and invest in Canada.

57 Both companies invested in the future and brought Canadians the latest and most innovative products and services. Although capital intensive and at times very challenging, both companies delivered to customers over many decades, and they delivered on the commitments to the CRTC, to investors, to debt holders and to customers.

58 I grew up, like Brad, in the business from the bottom up, and learned early-on that the licences our companies hold are a public commitment and responsibility. Over the decades, when we give our word, we know the absolute importance of delivering on those promises.

59 The commitments Rogers and Shaw will make around this proposed merger is no different. Our board, our management team, the 24,000 men and women across Rogers, and I are totally committed to this deal. We will stand behind each and every commitment made here today by the various teams. Just like every other time we have appeared in the past, we will always meet the obligations and commitments that we make.

60 Canada is no longer an island in an ocean alone. We participate in an industry that is now more global than it’s ever been, with global platforms that bring Canadians and people all over the world wonderful new products and services, but they can also pose a challenge to Canadian companies and Canadian culture.

61 We need to make sure that Canadians have continued access to high quality networks that Canadian companies -- and Canadian companies can still add value.

62 Canada has some of the very best wireline networks in the entire world. While our primary competitors are still Bell and Telus in the cable business, in this global world, our competitors are also increasingly global platforms and brands.

63 As a country, we need to look at these global trends and understand how we can fit into them. Today’s telecommunications networks need scale to compete on the world stage. We believe passionately that a combination of Rogers and Shaw will help contribute to a stronger facility-based future for Canadians.

64 The promises we have made as part of the combination of Rogers and Shaw are bold, but it is what is needed. The talented teams of men and women across Rogers and Shaw buy into this vision and are so excited to be part of the future.

65 This deal will benefit our customers and the future of our company, but it should, and it must, and it does also provide strong benefits to Canada.

66 Rogers is proud of meeting our commitments for 60 years, and I pledge to you that Rogers will continue to do so, and do so again here..

67 Thank you, and I now turn it over to my good friend, Mr. Brad Shaw.

68 MR. SHAW: Thank you, Edward, and good morning.

69 Before I start, I want to reflect on the recent tragic events that are impacting our customers, employees, family, and friends in British Columbia.

70 While B.C. is a strong and prosperous province, it is truly suffering at the moment. Among the highways that are affected by the devastating flooding, there are hundreds of kilometers that do not have connectivity. We recognize that our industry has a role to play in British Columbia’s recovery by investing in extended networks. I know both Edward and I strongly believe in improving connectivity in Canada. That is just a part of our shared vision that brings us before the Commission today.

71 I am excited to be here to talk about our decision to join with Rogers and why it will set Canada and its broadcasting system on a path to a very bright future. We are fully committed to this transaction.

72 In 1970, my father, JR Shaw, embarked on a new venture and risked everything we had to launch Capital Cable in Sherwood Park, Alberta. Over the next 50 years, my family and thousands of hard-working employees across Canada built Shaw Communications into the company that it is today, delivering cable, satellite, internet, voice, and wireless services to millions of Canadians.

73 My family and our employees are incredibly proud of what we have created at Shaw. For the past five decades, Shaw has been at the forefront of Canada’s broadcasting system, connecting Canadians with each other and the world.

74 At every step along the way, JR, our family, and our employees have always put our customers and communities first. Our decision to combine our company with Rogers was no different.

75 As we looked to the future, something JR always insisted we do, it became clear that our company, our industry, and our country are at a critical turning point. Without significant network investments in wireline and wireless, it will be impossible for Shaw to meet the evolving needs of Canadians, expand to serve more communities, and continue to put the needs of our customers first.

76 Simply put, Shaw cannot do it alone. We need the scale, strength, and resources of the combined Shaw and Rogers assets.

77 By joining Rogers, we will expand and accelerate the multi-generational investments needed to close the digital divide and compete more effectively across Western Canada, while expanding competition to communities that currently have little or no choice.

78 We remain guided by JR’s encouragement to be bold, courageous, and thrive on change. Joining forces with Rogers not only makes sense for Shaw, it makes sense for Canada. Combining the complementary assets of our two companies allows Rogers and Shaw to invest so much more than the sum of what our two companies could do apart.

79 Shaw is thrilled to join forces with Rogers. And together, we will make a brighter future possible.


81 MR. PREVOST: These two incredible families have strong legacies and a shared vision of Canada’s future. That shared vision is one where all Canadians, regardless of their income or where they live, are able to realize their full potential in a digital world. It is a vision that is rooted in the values that Ted and JR instilled in their companies.

82 Both companies have always put their customers first, embraced change and innovation, and worked to build a better Canada. This historic transaction will make world class digital infrastructure possible for generations to come.

83 There has never been a more important time for our industry and our country. Canada is facing a defining moment in its history as the digital revolution accelerates around us. While digital offers new opportunities to create jobs, diversify the economy, strengthen our innovation sector and fuel Canada’s economic recovery, it also presents enormous challenges.

84 Among them is the growing digital divide that separates Canada’s urban and rural areas including our Indigenous communities, as well as the critical need to ensure that every Canadian, regardless of income or postal code, can participate in the digital world.

85 Canada’s ability to invest in a robust, secure and competitive network infrastructure is critical to overcoming these challenges and securing Canada’s future prosperity.

86 The importance of investing in world class networks was never more clear than during the pandemic. So many of us had to pivot to online work, education, health, and entertainment as in-person interaction suddenly shifted online. Our strong networks remain robust and resilient in the face of unprecedented demand because companies like Rogers and Shaw poured billions of dollars into their networks.

87 We need to build on and increase these investments to address the challenges of the future. For Rogers and Shaw those challenges are a call to action. By coming together we will achieve the scale required to build national fibre and 5G networks. As a truly national network, we will provide critical products and services which will benefit Canadians in the west and every other region.

88 By making generational investments in network infrastructure we will accelerate adoption of next generation platforms and services by all Canadians including those living in rural areas and those with low incomes. This is essential for Canada to compete on a global stage, and it is critical to the future of the Canadian broadcasting system and its ability to achieve the objectives of the Broadcasting Act.

89 We will overcome the challenges of the digital age by making four key contributions.

90 First, we will enhance competition. In coming together, Rogers and Shaw will bring true competition to the prairie provinces and British Columbia. Today, in many smaller communities in B.C. and Alberta, consumers do not have a competitive option to Telus. We will provide that competition.

91 When we announced our merger earlier this year, we committed to invest $2.5 billion to build 5G networks in the West. This is an enormous investment and one that Canada needs in the 21st century. By building more advanced wireline and wireless networks, we will accelerate Canada’s digitization and energize the diversification of the Western Canadian economy.

92 I recently visited communities in B.C. and Alberta and heard from residents about the challenges they face in areas where only one provider is present, or connectivity is limited. I heard stories of residents who drove from the scene of car accidents just to get reception to contact emergency services. I also heard from a municipal leader who was forced to join conference calls on COVID-response from a payphone.

93 As the Mayor of Prince Rupert said to me, “We desperately desperately need competition.”

94 Investing in robust networks and IPTV platforms will also foster competition within the broadcasting system. At its core, our application is based on the fact that Rogers and Shaw together, with greater scale, can compete more effectively against Telus and Bell. It will also strengthen our ability to provide an alternative to the global media giants that are threatening the business models and sustainability of Canada’s broadcasters and distributors.

95 Second, we will help bridge the digital divide between urban and rural communities. Today, more than two million Canadian households cannot access broadband services. These Canadians live in thousands of smaller, often isolated, communities that are on the wrong side of the digital divide. We will provide them with access to broadband for the first time. Countless community leaders and businesses in those communities have shared just how transformative that connectivity will be.

96 Rogers will spend $1 billion to create the new Rogers Rural and Indigenous Connectivity Fund dedicated to connecting underserved communities across the West. We are now consulting and working with Indigenous communities to understand their needs and identify sustainable local connectivity solutions.

97 Earlier this year, I visited Coastal First Nations in Haida Gwaii and the traditional unceded territory of the Lheidli T’enneh in Prince George. I heard powerful personal stories and first-hand experiences centred around their connectivity needs.

98 I heard the story of Brenda Wilson, whose sister Ramona was murdered in 1996 on Highway 16, or the “Highway of Tears”. Brenda spent years trying to get justice for Ramona and told us how important it was that we were listening and helping bring connectivity to the region. In conjunction with the B.C. and federal governments, we are now connecting the entire Highway 16.

99 This is only one of the many stories that reinforce the deep responsibility we have to build a better future for Indigenous communities. The ability to make a call from a highway if your car breaks down or to connect to Wi-Fi at a local rest stop, is not a nice-to-have; it’s a must-have.

100 Our third contribution is to extend Rogers’ Connected for Success program, Canada’s leading Internet and TV affordability initiative, to consumers in the West. This important program provides more affordable options to lower-income Canadians and other marginalized communities. It represents Rogers’ long-term commitment to Canada’s most vulnerable. We have discussed the program with the B.C. government, and it has attracted a lot of positive attention.

101 Finally, we will help ensure that every Canadian is able to transition to the digital world. Our commitments to be an effective competitor, to expand and enhance our networks and to offer more affordable options to Canadians will enable consumers and businesses to flourish as our economy rapidly evolves. Our plan will also help the Canadian broadcasting system transition to the digital world.

102 Our merger with Shaw comes at a time of both generational challenges and opportunities. Canada has to adapt and evolve to ensure all of its citizens can enjoy the benefits of living and working in the digital age.

103 By addressing these challenges head on, Rogers and Shaw are committed to ensuring that every Canadian can participate in the digital future. No one should be left behind.

104 Your approval of this transaction will help us achieve this vision by ensuring the Canadian broadcasting system can respond to these challenges. Together, Rogers and Shaw will make more possible.

105 MR. BRUNOT: Thanks Dean.

106 MS. ROY: I’m sorry, I think your mic is not working. Yes, it’s red. It’s just not streaming. No, can you try your mic, Ms. Wheeler ---

107 THE CHAIRPERSON: Just pause for one moment.

108 MS. ROY: --- just to see -- can you just speak in it to see if it works? No ---

109 MS. WHEELER: Testing.

110 MR. BRUNO: Switching, because I can go there. Okay, should I take it from the top, or just pick up where I am. Okay.

111 THE CHAIRPERSON: You can continue. Thank you.

112 MR. BRUNO: Thank you. All right, adjusting. So we have a plan that embraces this digital transition, which is specifically tailored for the Canadian Broadcasting System. It has four pillars.

113 The first is to be customer focused. Delivering world-class experiences and services to more Canadians is at the heart of this transaction. We will offer next-generation features, functionalities, and services that will provide our customers with superior technology, enhanced choice, and ease of use.

114 Almost 28 million Canadians now watch streaming services like Netflix, Amazon Prime Video, or Disney+. Millions of households also rely on a digital cable subscription to access their favourite TV shows, and news and sports programming. By providing seamless access to both linear channels and digital streaming services on our IPTV platform, we will encourage these customers to remain in the regulated system.

115 Our strategy is to marry linear and streaming options so that customers can easily access any program through the same platform. Ignite TV’s advanced features, such as voice-search, voice-activation, and its intuitive user interface, are a compelling combination for our customers. These features help consumers discover Canadian programming services, and help those programmers maintain their audiences and revenues, ensuring continued investment in Canadian programming.

116 Rogers’ plan for migrating Shaw customers to Ignite will be guided by our “customer-first” philosophy. We will give them the flexibility to decide how to migrate, and we will provide them with incentives to do so. Each customer will transition over time in as seamless a manner as possible.

117 We also recognize that some Canadians face economic barriers to accessing the broadcasting system. As mentioned, a few moments ago, we will offer our low-cost internet and TV bundles through our Connected for Success program to consumers in the West.

118 The program provides eligible Canadians with access to low-cost high-speed internet services and the option to add on TV packages. It is available to hundreds of thousands of Canadians who are eligible for rent-geared-to-income, federal guaranteed income support, or provincial disability and income benefits. It was recently expanded to involve Indigenous communities and participants in the Federal Assistance Program for Refugees.

119 Our second pillar is network investment. Our ability to provide customers with access to world class networks, platforms, and services depends on the investments we make. The importance of this was emphasized by the Commission in its 2018 Harnessing Change Report.

120 Investing in Canada’s networks, acquiring new technologies, and building advanced platforms is necessary for Rogers and our programming partners to remain competitive.

121 MS. DINSMORE: Our third pillar is to partner with Canadian independent programmers as we both transition to new digital business models.

122 We know there are costs associated with this transition and that these programmers have concerns about the impact it will have on their linear revenue. This would be the case regardless of this merger.

123 Unfortunately, no programmer can afford to continue to rely solely on a legacy linear business model. As the Commission has recognized previously, everyone must adapt to the digital world by reaching consumers where they are watching programs.

124 We are committing to help independent programmers with their digital transition in three important ways.

125 First, we commit to distribute a minimum of 40 independent discretionary programming services on each of our BDUs for a three-year period. Separately, Rogers has reached agreements with a number of independent programmers to continue carriage of their services post-closing and beyond.

126 Second, we will provide product and development assistance that will enable independent programmers to offer their services on both linear and digital platforms. This includes helping them create new apps or other outlets so that they can offer their content on Rogers’ and on third-party digital platforms.

127 Third, we will help independent programmers with access to set-top box data in two ways.

128 First, as of April 1, 2022, we will provide set-top box reporting on request at no cost on an annual basis until the Numeris enhanced television audience measurement system is fully implemented.

129 Second, we will help independent programmers by providing set-top box data free of charge for use on the CYNCH platform. CYNCH is a self-serve ad-buying platform that allows advertisers to plan and purchase their advertising campaigns online.

130 Rogers is a current user of the CYNCH platform and is familiar with its many benefits and associated costs.

131 Independent programmers who choose to participate in CYNCH will benefit from Rogers providing set-top box data free of charge as this data is required to build the audience segmentations used in booking advertising campaigns.

132 In making these commitments, we will provide independent programmers with a viable path to migrating their services to a digital future.

133 MS WHEELER: Our fourth pillar is to invest in Canadian programming. There are four aspects.

134 First, we will implement the tangible benefits package that we submitted as part of our application. It is dedicated to supporting film festivals in prairie provinces and B.C., many of which are devoted to films created or produced by individuals who have historically been underrepresented in the television and film industries.

135 Second, we will maintain our support for the creation of children’s programming by continuing to fund the Shaw Rocket Fund. This will allow both the Shaw Rocket Fund and the Rogers Documentary and Cable Network Funds to achieve their mandates. We believe our proposal to combine the contributions we make and split the money evenly between the two sets of funds is the best way to ensure each remains accessible to a diversity of content producers in the children’s, drama, and documentary genres.

136 Third, this transaction represents a transformational opportunity for CityNews to grow its audience in Western markets where it is not as popular as other local news outlets. We will do this by increasing investment in our Vancouver, Edmonton, Calgary, and

137 MS. HENSON: Enfin, nous continuerons d’investir dans la programmation communautaire afin de refléter les peuples autochtones et les autres communautés sous-desservies à travers le pays.

138 Nous intègrerons les chaînes de Shaw Spotlight à l’approche hors pair du service tv Rogers et sa programmation locale pertinente, tout en tirant parti des liens profonds et authentiques que Shaw a établis avec ses communautés au fil de dizaines d’années de service.

139 De concert avec les communautés autochtones du Canada, nous identiferons et nous éliminerons les obstacles à l’accès, et nous augmenterons les investissements dans le modèle de communication narrative autochtone que Shaw Spotlight a développé dans sa zone de couverture.

140 Pour ce faire, nous créerons de nouveaux rôles consacrés au développement et au soutien d’une programmation dirigée par des Autochtones et axée sur la communauté. Ces ambassadeurs et ambassadrices de la communauté autochtone mobiliseront et habiliteront leurs créateurs et créatrices afin que leurs voix soient davantage entendues sur les chaînes et plateformes de Rogers et de Shaw.

141 We have a short video highlighting our commitments to inclusive and community-based programming, and to increased investments in local news.


143 MR. WOODHEAD: In closing, we want to thank the Commission for giving us the opportunity to outline our vision for Canada's digital future and the essential role that transaction will play in making it possible.

144 This transaction puts in motion a business plan that will bring connectivity and dynamic innovation to a growing number of Canadians. It will increase competition in choice in the west, including communities that do not have any competitive alternatives today.

145 It will bridge the digital divide by enhancing and expanding our networks to areas that do not have broadband and cable services today.

146 It will present affordable options for lower income and other marginalized Canadians in the west.

147 And it will provide a platform for Canadian consumers and businesses to participate in the digital future and offer new opportunities for Indigenous communities and creators to connect with each other and the world.

148 We will emerge from this transaction with an unwavering commitment to ensure that Canada can realize its full potential in the digital world.

149 For the Canadian broadcasting system, this transaction will provide a foundation for each element to succeed.

150 The Commission's objectives of an increased choice, flexibility, and diversity that underline the policies it adopted as part of a Let’s Talk Spot TV proceeding can only be achieved if all stakeholders embrace consumer choice, innovation, and investment.

151 Approving our application will serve the public interest and will ultimately help ensure that Canada's broadcasting policy objectives will be achieved in a rapidly-evolving environment.

152 By bringing our two companies together, we will make more possible and provide a brighter future for Canadians and our country.

153 Thank you, Mr. Chair, Commissioners, and staff. We look forward to answering your questions.

154 THE CHAIRPERSON: Thank you, Mr. Woodhead. Thank you all for the overview.

155 We do indeed have some questions for you, and perhaps I will kick it off.

156 You mentioned just at the end of your remarks that it will contribute -- proposed transaction will contribute to the broadcast -- Canadian broadcasting system, and I, reading the interventions, I know that in your supplementary brief you discussed both that the transaction, in your view, is consistent with the Commission's longstanding view that integration and consolidation among terrestrial BDUs will result in greater efficiency and cost savings and service improvements. And you also indicate that it would further the objectives of the Broadcasting Act, specifically relating to broadcast distribution in terms of efficient delivery of programming at affordable rates using the most effective technologies available at reasonable cost. That’s the summary I have in front of me.

157 Perhaps we can start there with just saying, can you give me a specific example or two, some concrete examples as to exactly how the integration of Shaw's broadcasting services with those of Rogers' will, in fact, further the objectives of the Broadcasting Act and the efficient delivery of programming?

158 MR. WOODHEAD: Sure. Why don’t I start and perhaps my colleagues can kick in?

159 One of the most obvious aspects, to me, is simply by making our cable service available to areas in the west that are not able to receive it today from Shaw's terrestrial BDUs.

160 So the cable industry is regulated in a way to promote Canadian content and carry contents of all kinds. And to the extent that we expand our cable networks to new communities and to new groups of people who did not have the benefit of it before, I believe that that contributes to the Canadian policy objectives.

161 But moreover, I think it's very important that we -- none of us have been immune in the broadcast distribution industry from the impact that global competitors have had. And the CRTC's monitoring report has steadily showed a negative CAGR for the Canadian BDUs. And so we have had to adapt and evolve, just as everyone else.

162 In the case of Rogers', what we have done here is transfer -- or transform, rather -- to an all IPTV platform, and in so doing, what we have been able to do with that and what we would be doing in -- with the Shaw systems and in these areas that are currently not covered today is addressing Canadian content and giving Canadian programmers and creators an ability to showcase their content on an IP platform that includes services like SmartStream, which we currently offer, through app ingestion into the Comcast platform or through FAST Channels, and these allow, in turn, Canadian programmers to find audiences beyond just their role today as linear programs.

163 And maybe -- I could go on here, but maybe I'll turn this over to Eric or Pam as to some of the -- and Pam -- as to some of the other benefits and how they relate to the Canadian broadcasting policy objectives.

164 And I would be remiss as well if Susan might have something to say here.

165 MR. BRUNO: Okay. Thank you, Ted.

166 So one of the biggest threats that the Canadian broadcasting system has is that pretty much on any given day, any Canadian can walk into their living room, turn on their TV, go straight to Netflix, go straight to Amazon Prime Video, go straight to Disney, and completely bypass the Canadian broadcasting system.

167 So one of the most important things about IPTV is that it actually takes those over-the-top giants, it takes Canadian content, and it seamlessly integrates all that information, and it presents it together. So when you're on our homepage or you're looking at on-demand, you will see assets from Blue Ant and WildBrain next to assets from Netflix or from City.

168 So it's really important that as customers experience IPTV, they see all the options that are in front of them immediately. And by bringing these two sets of content together, customers can still access Netflix because they're going to. They can still access Disney Plus because they're going to. Twenty-eight (28) million do it every day.

169 But what it allows them to do is see Canadian content and broadcast content in the same way, and basically, allows us to put it on almost equal footing. And there are a lot of ways that we can do that and bring it forward.

170 But at essence, that’s the importance of IPTV. It presents the broadcast content in the same way that it presents the digital content. It keeps Canadians connected to the Canadian broadcasting system, which is something we feel is really important.

171 We can talk more about that later, but for now, I'll turn it over to Pam Dinsmore.

172 MS. DINSMORE: I just have another further point to add, Mr. Chair.

173 One of the things that Rogers' did post the Let's Talk TV proceeding is that we wholeheartedly embraced the notion of choice. We recognized where the Commission wanted to go. Our customers were already wanting us to go there. So we very quickly got with the program and since then, we have got a -- quite a large array of choices for our customers at different price points where they can take advantage of choosing the services that they want to watch.

174 So once they have bought through the basic package or starter, as we call it, they are then -- they have a vast array of choices available to them at different price points.

175 Shaw did the same thing, but not, perhaps, in the same way as Rogers' did, so whereas today we offer a variety of flex packs, you know, Flex 20, Flex 10, Flex 5, these are packages of services that customers can choose in those packages what they want to pay for as well as obviously we have standalone services at different price points.

176 Shaw has sort of more focused on the larger -- like, the market of the larger packages, and we have very much marketed the Flex packs, so I think we bring that knowledge and experience in that arena out west to our new western customers. And I think they will definitely find that advantageous both from a price and a choice perspective.

177 MR. WOODHEAD: If I may add just one thing, Chair.

178 Dean noted the other day and I raise this only because it moves this from some conceptual point to a real point that Rogers actually grew its cable base in the third quarter. That is unusual in the BDU market and that is as the result of keeping Canadians in the Canadian system. And I believe that that falls squarely within the broadcasting policy objectives.

179 What you will hear as well a lot today in answer to your questions, I assume, will be about the scale that this transaction brings. And with scale that allows us as a combined entity to further invest in high fixed cost technologies that further advance a Canadian programming into a digital age. And I think that is actually tied back in its effect to the broadcast policy objectives.

180 And then finally -- sorry to go on. But the IPTV platform does a lot of other things. It has accessibility options that wouldn’t otherwise be available to us for various peoples of different abilities. It has things like and IPTV mobile app that allow people to see the content while they are on the go. We want to meet customers with content wherever they are, however they live, wherever they work, wherever they play.

181 We want that content to remain relevant to the maximum extent possible and available to them.

182 So I will let it sit there. But that would be our answer.

183 THE CHAIRPERSON: Thank you. You covered a lot. And your colleague covered a lot of ground there. We will dig into a few of those sub-themes, I'm sure, over the course of the morning.

184 In both your answer to my question and in your remarks you have made a number of references to the competitive landscape and the competitive environment. And in your submissions you have, if you will, de-emphasized the issue of a national market share of the combined entities and rather said we should focus on local/regional communities as there is no overlap between terrestrial BDUs.

185 And also secondarily you note that DTH distribution services are not necessarily seen as a close substitute for terrestrial services.

186 I guess, given that, can we just start in talking about competitive market place. So where is the competition enhanced doesn't appear that there would be increased competition in those communities unless you are exclusively referring to competition with Telus or Bell or another alternative. But I’m not quite getting your point that a combination of Shaw and Rogers will create more competition.

187 MR. WOODHEAD: Sure. The point about creating grater competition really happens at the fringes of Shaw’s network today where again the word you will hear a number of times, at least from me, that with an additional scale, increased scale, the combined entity will be able to invest in expanding services beyond the -- from the fringe of the network to areas that are not addressed by anyone in some circumstances or only by one BDU.

188 In the west, that would likely be Telus in B.C. and Alberta. In Saskatchewan it would be SaskTel, and in Manitoba it would be BCE.

189 So there is an instance of increased competition. But I believe there is more. And the “more” is all related -- all IPTV platforms are not alike. The Rogers Ignite platform powered by the Comcast organization is a state of the art, best in class IPTV service. It is not the same as Telus’s IPTV service or Bell’s IPTV service, or indeed, SaskTel’s or anyone else’s IPTV service.

190 It is unique and it will provide improvements in our view to viewer experience, access to applications, an all-in-one content aggregation scheme that allows all of these other functionalities that I think are unparalleled. And that will lead to an increased competitive dynamic.

191 And I will leave it there and perhaps you want to delve a little bit more into that, Chair?

192 THE CHAIRPERSON: Pardon me. It’s the “mute button” problem, even at a hearing.

193 Yeah, there are a few threads, I think I would like to pick up on.

194 Just going back to the market share issue, obviously numerous intervenors have raised concern as I described your position. It was, “We shouldn’t pay much attention to that national share.”

195 But even if you look mat a regional basis when you combine Bell and Rogers together would hold the vas majority of market share in Ontario. Similar situation in the west when you take Telus into account. So there is on its face an increase in concentration and obviously that is of concern to some intervenors.

196 What is the incentive, for example, for the two BDUs to offer differentiated BDU packages? You're talking about how the IPTV platform will be superior and offer many goodies, so to speak, to consumers. But will we sese a differentiation of product?

197 MR. WOODHEAD: I would say “Yes”, but if you will allow me to go back to the -- I think the premise of the question where you started.

198 Bell -- I know that this issue has come up on the record. But our friends at Bell have attempted to conflate a couple of issues here. And I think it is worth speaking about it.

199 What this transaction means in terms of Rogers and Shaw does not -- and you had asked in your previous question about increasing competition and I tried to provide some examples of that.

200 What it does not do is lessen the competition or prevent competition. We do not today compete in any terrestrial BDU market with Shaw, none. So what we will be doing as a combined entity, it will be -- it will have some national market share but the smallest relevant market that you should define or could define is where we would actually compete. In any of those markets there is no diminution of competition in the market place. So I would simply state that.

201 You then mentioned that we would somehow become more concentrated in Ontario and that one confuses me slightly because we would pick up Thunder Bay and Sault Ste. Marie, if memory serves, but I don’t think those would move the aisle.

202 THE CHAIRPERSON: No, not a question of moving the aisle. It was more of a descriptor that -- simply that the combined market share.

203 If one is looking at market share, if you look at Ontario, the combined market share of Rogers and Bell is very, very large, no more complex then ---

204 MR. WOODHEAD: Yeah, and that’s the situation today. That was the situation for the last 60 years, prior -- whatever, whenever Bell launched into the BDU space. But that’s true. But ---

205 THE CHAIRPERSON: Understood. Do you have a sense that -- you talked a little bit about supply there from the demand side. Is there -- do you observe different consumer demand for content in the west in Shaw’s territory, as opposed to in Rogers’ territory. You describe the benefits of an integrative platform. I’m just wondering if there’s -- if your sense is that the demands are different there.

206 MR. WOODHEAD: Well, I’ll start there, and then perhaps I’ll hand that one off to Dean -- well, one of the two Deans. Both of them are -- you know, one’s from Shaw and one is from Rogers but happens to be resident in Calgary.

207 THE CHAIRPERSON: And there’s no risk of you asking Dean the question, I guess?

208 MR. WOODHEAD: No. I can just say, “Dean,” and one of them will do this.

209 You know, just from experience myself, there are indeed demand characteristics for content in the west that might be different from Ontario. There might be third-language programming differences. There might be official-language programming demand differences that -- different types of content, different types of sports content, these things would all be different on a regional basis, and you have to be adaptive to, you know, customers that you address and provide them with the content that they desire in the most compatible and convenient format.

210 But I’ll turn it over to the experts in this regard with Dean Shaikh, who is the cable fellow for Shaw.

211 MR. SHAIKH: I’m the cable fellow. Happy to start. And, you know, competition out west is intense. And I think this is a theme that we’ve raised with the Commission frequently about the intense competition between Telus and Shaw out west.

212 And what’s really exciting for us about this transaction is what’s already been discussed, and that’s the migration to IP. There are a bit of differences, not just in what Rogers offers from the telcos, but in terms of what Rogers and Shaw currently offer.

213 As you may know, we’re largely legacy-based still. And even our IPTV platform, we still have a hybrid platform that relies on QAM, which is still a legacy product.

214 And we’re moving toward a full IP product, and we’re excited about Rogers’ support for accelerating that migration because there are some differences in terms of the features that are available on Rogers Ignite from BlueCurve.

215 And we’re excited about making those available because I think what we’re describing is it’s already an incredibly intensely competitive environment, especially between Shaw and Telus. And this is only going to intensify that competition. And competition is good for customers. It’s good for consumers. It’s good for innovation. It’s good for investment. And it’s not about the features today. It’s about the features tomorrow. And I think that’s why we’re very excited about the transaction.

216 THE CHAIRPERSON: Thank you, Dean. I can say that knowing that I’ll be safe as well.

217 I guess another aspect of having a larger number of national subscribers, at least in theory, it increases, I guess, your negotiating strength.

218 Do you anticipate that the combined entity would be able to negotiate better bulk rates? And I guess you can guess the follow-on question. Would that lead to lower rates for consumers if that is in fact the case?

219 MR. WOODHEAD: Why don’t I take a crack at that. And so to the extent that, you know, supply and demand operate as traditional economics would suggest, given an increment in size, like for any product, if you want to buy 10,000 pens versus one pen, you might get, you know, the incremental pen at a lower incremental cost or unit cost than buying one pen alone.

220 So I would say, would we potentially be able to negotiate lower per-unit rates based on the kind of current frameworks around penetration and, in some cases, volume? Yes. Is that an unfair outcome? No.

221 And the reason, largely, for that is that we operate in a highly regulated, as you people know ---

222 THE CHAIRPERSON: It’s what we do, Mr. Woodhead.

223 MR. WOODHEAD: I appreciate that. I appreciate that -- a highly regulated environment. So there are a series -- frankly, a comprehensive framework around wholesale rates with the factors for assessing what is fair market value.

224 There are -- additionally, staff is available to us for staff mediation where we are unable to conclude commercial arrangements. There is a standstill rule. And there are undue preference rules.

225 So there’s a pretty comprehensive regime in place to protect against any kind of behavior that would discriminate against or prefer one stakeholder or another. And I think that should give the Commission comfort. And all of that flowed out of the -- or following the Let’s Talk TV ---

226 THE CHAIRPERSON: You’re jumping into answers to my next bunch of questions, so I’ll pause you there on safeguards.

227 MR. WOODHEAD: Very good.

228 THE CHAIRPERSON: We will come back to that. I was more focused in the latter question on not the concerns about it but the possibility that it could result in lower rates to consumers, but you’ve answered the question.

229 MR. WOODHEAD: The lower rates to consumers would -- if there’s a lower input cost ---

230 THE CHAIRPERSON: It should follow?

231 MR. WOODHEAD: --- you might expect that there would be lower rates.

232 THE CHAIRPERSON: We’ll leave it there because neither you or I are economist, but I take your -- I accept the analysis or the point.

233 But going back to rates for a second, there is -- it was interesting. In your opening remarks you noted -- or in response to an earlier question, you noted that the packaging -- I think it was Ms. Dinsmore, actually, who made the reference to Shaw’s packages tended to be larger, Rogers perhaps into smaller bundles, which might appeal to certain consumers.

234 But I do note that the average revenue per user for Rogers across its operations is $72 and change, according to my notes, whereas the average revenue per user for Shaw is more than a 10 -- more than $10 less than that, $61 and change.

235 So what’s going to happen with that?

236 MR. WOODHEAD: I’ll just start. I mean, to -- when you use an ARPU metric, that could mean a lot of things. It could mean Rogers’ customers take more services even though there’s Flex packs and abilities to no buy through -- to get particular programming you want. It all also could refer to a different competitive dynamic in BC and Alberta, primarily. And I don’t, in fact, know the answer to that question, but I might defer to Eric, here, to talk a little bit about that.

237 THE CHAIRPERSON: And maybe just as you answer it, just a sense of what Rogers’ strategy is respect to ARPU with respect to Shaw customers or the lower average rate.

238 MR. BRUNO: For sure. So when you take a customer-first approach, right, we don’t have, necessarily, an ARPU strategy for customers, right. Our gameplan is to provide incredible services at competitive prices. So I’d say, Mr. Chair, that there are three things to consider.

239 One, Dean had mentioned earlier, Connected for Success. So the introduction of that program into the west is going to bring lower rates to eligible Canadians. So there's a baseline there that's incredibly compelling. It's a one-of-a-kind program, it's unique. We can go into it later, but there are really fantastic affordable rates coming to Western Canada as part of CFS.

240 In terms of what we're planning to do in the marketplace, we're going to do a couple of things. We talked about introducing a more robust version of IPTV than Shaw has, but once we do that we've got to compete with TELUS and anybody else in that marketplace. So the expectation is that we will compete at rates that it takes to win. Right?

241 So it would be foolish for us to think that we can show up and raise prices in that type of competitive dynamic. The plan is to play to win with a great service and competitive prices.

242 The other thing that we're going to do in the marketplace relative to competing, we talked about IPTV, but Ted also mentioned a product called Smartstream. Smartstream leverages the same technology as IPTV, it's the same set top box, it's got the voice search and the voice activation, it's got the great discovery that we talked about, but it's dedicated to -- solely to over the top and digital providers. So it becomes an access point.

243 There are times when all of us are trying to figure out "Where is this content?" "Where do I find Canada's Drag Race?" "Where do I find Hudson and Rex?" Where do I -- where do I find, you know, other things like you take a look at something like a show called Daredevil. It started on Netflix but it's now part of Disney, like there are different places and different things that happen, and you can actually spend minutes debating with the family "Where do I find this service?" Right?

244 With OTT aggregated into one place with Smartstream you don't have to do that anymore. You just say the name of the show, or if you're me, who sometimes can't remember the show, you're trying to watch Jack Ryan but all you can think of is John Krasinski, you can say the actor's name and you'll get the opportunity to go to that show as well.

245 We're going to introduce that product that is complementary to broadband services. It's a video product, but it's focussed on digital, and that's product is available today in Ontario for $5.

246 So we plan to come into the market, we're going to compete with great products, and we're going to compete at competitive price points, and we're going to introduce a safety net for eligible Canadians that can't afford services on their own.

247 THE CHAIRPERSON: Thank you. You just made me think that that'll just completely reduce the power of me sitting on the remote. They're just going to use their voices to change the channel ---

248 MR. BRUNO: Exactly.

249 THE CHAIRPERSON: --- to a program I don't want to watch.

250 Maybe just to sum up on that point. If the Commission were to approve the transaction, then what assurances can you provide that monthly rates for the Shaw subscribers won't be raised?

251 MR. WOODHEAD: If I could ask Dean to respond to that one.

252 MR. PREVOST: The best assurance you have is the most incredibly aggressive competitor in the West, which is TELUS. Raising rates isn't a -- an act alone, right, it's an act in the marketplace against another competitor. And it's -- the West has been, actually, an incredibly aggressive price space, and we would have to respond accordingly, Mr. Chairman.

253 And in a world where subscribers matter for the content that we want to sell and for the leverage of the network that we want to build, we'd be foolish to do anything other than be aggressive in that marketplace. And aggressive is not just in the offers and the prices that we put in front of customers, but it also the addition of value you add on top of it.

254 Smartstream is an inexpensive way to stay in the system and it does actually take our revenue down, but we also do in the East have things like home automation, smart home monitoring, which are actually value-add that drive our pool up, but they're not necessarily comparable pound for pound against a TV package; they bring value and it's more for more.

255 So it's a little bit more complicated than just simply the movement of our group. But I can tell you our intent with the billion dollar build out West is we would have to aggressively fill it, and I think that tells you exactly where we'd be heading in terms of our own aggression in the marketplace.

256 MR. WOODHEAD: Just as a follow-on, Mr. Chair, in this. This same issue was addressed to some degree in the 2016 BCEMGS proceeding, where one of the parties there had asked for a rate freeze, and the Commission determined that with the $25 basic package and a variety of other initiatives that came out of Lets Talk TV, that was not appropriate. So I'll leave that there.

257 THE CHAIRPERSON: Thank you.

258 Maybe moving for a second over to DTA -- satellite distribution services. Again, in the supplementary brief, not to put words in your mouth, but effectively you, Rogers, has indicated that they will simply step into Shaw's operational shoes and run it as it has been run for more than 20 years.

259 I guess staying on that price theme, does -- can it be inferred from that statement that there is no intention on raising the rates for Shaw direct service?

260 MR. WOODHEAD: Again, we face in that space a competitor with Bell. Our ability to raise rates in some sort of way on our own, as Dean said, it's not an event in and of itself, it's a -- it's a response to a cost, and a response to the market itself.

261 So no, we would stand in the shoes of Shaw. We would compete in the markets that Shaw competes in today nationally. These are rural markets typically, and we would anticipate no pricing changes that would be different than any pricing changes Shaw might have introduced over the last 20 years it's operated Shaw Direct.

262 THE CHAIRPERSON: Thank you. I've got a little follow-on and one other question, and then I think we are going to pause because we do have a requirement to go in-camera at a certain point this morning, but I do want to finish this thread.

263 I would note, Mr. Woodhead, that I understand you have a competitor in the DTH space, but perhaps customer switching is not as simple, particularly in more rural areas, as you have to change the receiving equipment and so on. But I take the point that there is a competitive alternative.

264 But speaking of, or speaking to the issue of rural and remote areas, just a summary question. Do you anticipate any repercussions for those communities? It is one of the unusual features, I would say, of Canada that you can, no matter -- essentially, wherever you live in the country, get the same BDU service at the same price, which is an unusual, as I said, situation, and therefore, beneficial to those living in more remote communities. So I guess just as a last summary point, any other repercussions that you can think of for those more remote communities?

265 MR. WOODHEAD: No, that's -- it's -- yeah. I mean, obviously these services are important to people in rural and remote areas, we understand that. Today, we don't operate a DTH undertaking, obviously. As I have said, we would stand in Shaw's shoes, and there is nothing particular to this transaction or related to this transaction that would change any of that.

266 But perhaps I might ask Dean if he had any comments there.

267 MR. PREVOST: No, I agree, Ted.

268 Mr. Chairman, but I also -- the march of time in technology, by both ourselves and our competitors, will put other options in front of those rural and remote folks. So today, you choose DTH because you don't another, you know, form available. It's an excellent service, but as you know, it's a -- it's a -- so it's kind of long in the tooth and is a form of distribution that's unique to video, doesn't bring you any connectivity. The march of fiber expansion, the addition of fixed wireless to existing connectivity gives other options for those rural and remote folks to get access to the Canadian Broadcasting System and to connectivity.

269 So that change is frankly probably the more powerful change of foot that helps us deal with the -- deal with those who use satellite across the country. And true for us, our actions are probably most aggressive right now in terms of our expansion plans, but our competitors, as you well know, are doing the same.

270 THE CHAIRPERSON: Thank you, Mr. Prevost.

271 We -- I'm going to turn it to Madam Secretary.

272 MS. ROY: Thank you. We will now take a 15-minute break to allow us to go in-camera with Rogers/Shaw. We will stop all broadcasting live feed, we will shut them down, and clear the hearing room. A confidential transcript will be prepared, an abridged of the discussion held during the in-camera session will be placed on the public record as soon as practically possible.

273 When the in-camera session is complete, we will tweet the time we will resume questioning for Rogers and Shaw which will be after the lunch break.

274 We will now take a 15-minute break.

--- Upon recessing at 12:19 p.m./

--- L’audience est suspendue à 12h19

--- Upon resuming at 2:17 p.m.

--- L’audience est reprise à 14h17

275 MS. ROY: Thank you, Mr. Chairman.

276 I would just like, for the record, to say that we are ready to resume the public session of the hearing.

277 THE CHAIRPERSON: Thank you, Madam Secretary. I’ll resume my questions. I’m just looking for where I left off. We just finished talking about the DTH service.

278 A little change in subject, in your reply, and again in your opening comments today, you’ve made reference to the digital streaming services that, as you put it, posed a much bigger risk to Canadian linear programming than any alleged risk associated with a combined Rogers-Shaw.

279 Perhaps more importantly, you have offered explanations how you are adopting a strategy that will provide a platform that has both linear and digital streaming services.

280 So I just want to make sure I understand the sort of business strategy. Does this mean that the platform that you’re building, one that combines these, becomes, if you will, a complement to Rogers traditional BDU services as opposed to a substitute? Or is this the evolution of the platform into ---

281 MR. WOODHEAD: I think I’ll pass that, actually, to Dean, and he can explain the business rationale for this and why it assists us in meeting those online threats.

282 THE CHAIRPERSON: Well -- and as you do that, maybe I can just ask -- combine a question and say, will this evolution, or this change in approach, have an impact on how Rogers will invest in programming and the way that it packages its services?

283 MR. WOODHEAD: Very good.

284 MR. PREVOST: Let me start into it on Ignite TV, which is our IPTV platform. It’s the evolution. Essentially, it does two things.

285 One, it brings many of the capabilities you might normally attach to an OTT digital streaming capability -- pause, rewind, start from the beginning, skip forward, those type of commands -- and actually allow them to work on linear television. So it’s kind of an add-on and advantage to our linear television capabilities.

286 Also, we bring “search” to linear television as well. So it’s not simply using a guide. You can voice-command to search through your linear television channels and see what you like in terms of content based on actor, titles, genre, catchphrase, almost anything you can think of. That’s part one.

287 So it really takes the classic linear television environment and makes it look like very much a very modern digital, searchable space -- stop, pause, rewind, go back, see it even again 72 hours later.

288 Part two is it brings the classic streamers -- the Netflix, the Primes, and the rest -- into the platform and, using their metadata, makes us able and allows us to search that same set of content that the streamers bring in and find programming by the same terms -- again, by title, by genre, by actor, by catchphrase, by insert whatever search terms you want.

289 So it actually brings a value-add. You don’t have to say, “Is it Prime? I’ve got to go look at that. Is it Netflix? I’ve got to go look there.” By staying within out IPTV environment called Ignite TV, you can simply ask for what you’re looking for and it will display on the screen wherever it exists.

290 So it might be playing at this moment on one of our channels. It might be available as a pay-per-view. It might be available as a -- you know, streaming in two platforms, one of the classic platforms and maybe one of the fast channel aggregators. So what we’ve tried to create here -- and we’re using Comcast’s environment to do this -- is a place where the whole family can stay. There’s no reason to leave because all of the content can be accessed in one place.

291 And our thesis is that by doing that, we keep more Canadians longer in the broadcasting system, as opposed to people leaving and going uniquely to the -- you know, the over-the-top streamers and never returning to the linear space. So we make linear better, and we include in our environment all of the capabilities that the streamers have, and make it more valuable to stay within the broadcasting system. That’s the idea there.

292 THE CHAIRPERSON: And the second part, does it change how you invest in programming or the way you package?

293 MR. WOODHEAD: Not in the least.

294 MR. PROVOST: And if I might, I might ask Susan to explain how RSM views -- Rogers Sports and Media views online and linear as complements to each other, as opposed to we would substitute linear for online.

295 MS. WHEELER: Sure. Thanks, Ted.

296 In terms of our investment in programming, we see the linear model as the foundation for building our digital presence. And so we’re using the audiences and the revenue that are derived from the linear system to invest in digital applications and other digital programming offers in order to make sure that we’re capturing audiences where they are and where they want to consume content.

297 So in -- with the example of Ignite, it provides a unique opportunity for a lot of programmers because it will allow them to have the best of both worlds, retain or attempt to, you know, grow their linear, but at the same time, if they do lose that customer to a broadband-only customer, there’s still programming options for those customers.

298 And I think Eric can also speak to the intention behind the packaging and how we’re trying to offer the best of both foreign OTT services and Canadian digital offers as well.

299 THE CHAIRPERSON: Thank you. All right, moving on to something of a different area, a little -- a few questions about safeguards and remedies.

300 Let’s start with RDU operations, whether they TRDU or SRDU. A number of intervenors have suggested that those agreements and negotiations should be subject to the wholesale code. Could you provide your comments with respect to that proposal?

301 MR. WOODHEAD: We don’t actually believe they do need to be part of the wholesale code, and that’s because there is a competitive environment there. And we understand the value -- we have a small -- ourselves, Rogers, have a small TRDU business. Shaw has a relatively significant SRDU business and, as such, we would be standing in the shoes of Shaw in that business.

302 That business is incredibly important to smaller BDUs ---


304 MR. WOODHEAD: --- and rural and remote providers, and we understand that. And it’s a special trust that one has when doing that.

305 We couldn’t, you know, charge higher rates or do things that would frustrate the efforts of the BDUs, in part because that business also has its own uplink business which is used by broadcasters to uplink their services.

306 To the extent that we did something that would frustrate the ability of those rural and remote BDUs, or, you know, to not take the service, we would harming our own uplink service.

307 So while -- and to my knowledge, there has never been a complaint about Shaw’s SRDU service. And as such, I don’t think that regulation is required when, you know, Telus has its own TRDU service; Bell has it’s own SRDU service. There are a number of other competing TRDU services and that whole market is evolving with LEOs and -- plus there are some OTT relay services, let’s put it.

308 So no, I don’t believe the wholesale code needs to apply.

309 THE CHAIRPERSON: I’ll take that as a no. You just mentioned Telus, another area that’s been raised with respect to exclusivity or a head start -- I think specifically Cogeco -- and Telus submitted that it would be essential the Commission impose a non-exclusivity rule so that you could not enter into any agreement for exclusive or preferential distribution of content, and I think it was Cogeco that went further and said there should be no head start, you shouldn't be able to benefit from being a prime mover, I think is their language they used when launching new content.

310 Again, would you care to comment on those concerns and that proposal specifically?

311 MR. WOODHEAD: I think I'll pass that one over to Eric.

312 MR. BRUNO: Yeah, from that perspective, the competitive reality marketplace makes it almost impossible. And I think in a lot -- a lot of cases that the references to new content, particularly foreign content, streaming media, that if you look at the those businesses, especially direct to consumer, they have to meet the consumer where the consumer is. Netflix didn't get to be -- didn't get to have 214 million subscribers by not being on every possible device they could be, and pursuing every avenue they can to reach a consumer.

313 So when we look at our recent launch of Disney+, it was already on Bell, it was already on TELUS, it was already available on almost every commercial IP device because as a direct to consumer service that's where you need to be.

314 For anybody that's watched more than 10 minutes of Sportsnet, you've probably met the Sportsnet life coach, she's extolling the virtues of Sportsnet NOW. And one of the things, if you look at Sportsnet NOW, it's available on Ignite TV. It's also available on Apple TV, iOS, Android, Chromecast, Xbox, and PlayStation 5, and not to forget Amazon Firestick. Right?

315 So when you look at how the competitive nature is evolving, none of those -- none of those content producers would ever consider it because it just doesn't make sense. It's not a best practice for them, it's not even a best practice for us.

316 THE CHAIRPERSON: And you mentioned earlier that you would help smaller players prepare, convert offerings so that they could be offered on the digital platform. Would any of those with that kind of online content be made available to other BDUs?

317 MR. BRUNO: Yes. So there are a couple of different aspects to that; right? The first is that for anybody that works with us and accesses the Comcast X1 platform, they actually have access to X1 everywhere. So it applies to us, today it applies to Shaw, it also applies to Videotron, it's also available in the U.S. But the other thing is if they're developing those apps, once they've got an application developed, sure, they can put it onto X1, but they can take with with a little more work and put it anywhere. Right?

318 So when we look at assisting the Canadian independence to moving into the digital future, it's not just our digital future, it's everywhere. They can take that app and go to literally any IP enabled device they choose.

319 THE CHAIRPERSON: Would there be any contractual or copyright restrictions on their ability to do so?

320 MR. BRUNO: None whatsoever.


322 MS. DINSMORE: I can -- I can add, Mr. Chairman. I just want to put on the record that the Commission itself has a very robust set of safeguards against us or us as an BDU internet provider or in any other context. Even a -- even a DMBU acting on an exclusive basis, acting as a gatekeeper, that's just not allowed under the rules that you've put in place. And your rules are reflected in our contracts so we ensure that between both the regulatory safeguards and our own contractual safeguards that no app that we do an agreement with will provide content to us exclusively. Equally, we ensure that that same app will not provide exclusivity to other providers.

323 So that's just in the realm of your DMEO. Then we've got the wholesale code that ensures that, you know, both for BDUs and for programmers that if -- for related programming entities, if, you know, their rights are put on a -- on a -- on a multiplatform basis, then that must be available to others; and then we have your differential pricing practices decision, which ensures that we can't provide higher speeds or better promotion to certain apps over others.

324 So it sounds to me like what Cogeco and TELUS are bringing forward are, you know, problem -- are solutions looking for a problem. And if you -- if you actually take a deep look, as we have, at what you have already put in place, we think that it's very robust and that these sort of things can't happen.

325 THE CHAIRPERSON: Thank you. I had a couple of questions on your earlier comments on assistance to digital transmission for independence, but I think you've answered them, in particular, that last responses on how the apps could be made available or would be made available on multiple other platforms.

326 Shifting gears a little bit. On the consumer side, you describe access to the Ignite platform as a benefit for consumers, helping to contribute to choice and flexibility, but presumably, there's also a cost to switching for consumers, which can be an impediment. Could you address that concern?

327 MR. PREVOST: Let me start, and then Eric, you can -- you can pick up.

328 So ---

329 THE CHAIRPERSON: No, no, that's because you both want to answer or ---

330 MR. PREVOST: Yeah, we do.

331 THE CHAIRPERSON: --- neither of wants to answer?

332 MR. PREVOST: We do. Yes.

333 THE CHAIRPERSON: We'll find out. It'll just be a second.

334 MR. PREVOST: The big idea, broadly speaking, the new environments are actually much less expensive than the old environments. So the old environments you dealt with, for example, in a legacy TV environment, although digital, you had very expensive set-top boxes, people may remember that, you know, three, four, five hundred dollars a box, in the new environment. The -- that's gone away.

335 All of your -- all the storage is now in the cloud. The set-top boxes are wireless, so there is no wiring needed in the home. They are small, they're kind of easy to work with, and the service itself is very comparably priced.

336 So you're not dealing with the heavier equipment environment of legacy services, it's actually a very light touch Wi-Fi enabled, wireless capable, and it's all cloud-based. So it takes the cost down dramatically for a new -- for a new customer. So the migration is actually incredibly easy.

337 As an add-on, once you're in the system the idea of moving and changing is also incredibly easy because no longer is it a big event. You literally, just like you would do with the television or a laptop, you can pick up your tiny set-top box and your little Wi-Fi router and move to a new location. As long as you're in the system broadly, you're good to go, nothing else is needed. For those of us who have moved, we would know that that's a slightly different environment than it was in the legacy world.

338 THE CHAIRPERSON: When you say, "in the system", obviously in a territory that's served by Rogers cable?

339 MR. PREVOST: Exactly, and in the broad hope that it'll be served by the combined organisation in the future.

340 THE CHAIRPERSON: Thank you. So any increase in costs would be effectively limited to changes in the cost of various packages?

341 MR. WOODHEAD: Exactly.

342 THE CHAIRPERSON: By understanding it's a consumer choice issue. Right.

343 Back to the independent players, and I apologise for jumping around but that's the way I have it organised, we talked a little bit about assisting them to develop their digital applications. Is that limited to those independent programmers that have pre-existing business relations with Rogers?

344 MR. BRUNO: It's not. I mean, we'll work with -- we'll work with any Canadian independent that's interested in making the digital transition.

345 THE CHAIRPERSON: So that's a -- it's not limited. You would ---

346 MR. BRUNO: It is not limited, no.

347 THE CHAIRPERSON: You would -- you would work with others who do not have... And I guess, and it's sort of simple question is, what's your incentive to do so?

348 MR. BRUNO: Well, the incentive is simple and straightforward. Now, clearly the content providers we work with, the hope and anticipation would be they'd put the content into the system. So from our perspective Ignite works best, Smartstream works best when it has compelling content. And in order to get that compelling content and drive the reach, we want to make sure that as much of the great content is available in a digital flavour that we can take it not just to our traditional linear TV customers, but we can leverage Smartstream and take it to cord cutters and thereby expand the reach of the entire broadcasting system.

349 So it is definitely self-interest. We want great content on the platform, we want that content to have as broad a reach as possible, and the better the content and the broader the reach the better it turns out for Rogers and our customers.

350 THE CHAIRPERSON: And how do you determine sort of who you work with first and last so to speak? You're certainly concerned and expressed on the record that Corus will be first in line and you would have an incentive and predisposed to be working with Corus for a number of reasons, including the fact that they're the largest of such players, and potentially, to the detriment of some of the smaller players who, in fact, might be most in need of making that transition to a digital platform.

351 MR. WOODHEAD: I'll say a few words and then we will pass it to Pam, I believe, and possibly Lisa and Peter Johnson.

352 So Rogers does not have any interests in CORUS. CORUS is not part of this transaction. Rogers does not have any Board seats on CORUS. These companies are entirely separate companies.

353 If -- and you know, you may want to talk about the -- what some people have called interlinking Board seats, and CORUS, and so on and so forth, and I'll leave that to others to comment on, but Pam may have something to add there.

354 MS. DINSMORE: No, I was just going to add that, you know, we're open for business. I believe we're already working with CORUS. We have worked with ECG Limited on their Tuber application that went up this summer. We have other -- you know, others lined up. It's only a question -- it's not really a question of there being a line up, it's a question of he who steps forth, you know, we will work with you.

355 So I think these concerns that have been raised are not based in reality, and the folks that have raised them have obviously not knocked on our door, because if they did, they would find a very open and willing and ready partner who would be keen to work with them for all the reasons that Eric has outlined.

356 So -- and CORUS doesn’t get a head start ahead of anybody else. They haven't. It's just a question of readiness and who is ready to go, you know, who is ready to take on this adventure of straddling both the linear and digital universe? That’s the only restraint.

357 MR. BRUNO: And Pam, the only thing I'll add to that is we actually worked with ECG on Tuber and Disney Plus on their app at the same time.

358 THE CHAIRPERSON: And in your view, you -- I assume the basis of that response have sufficient internal resources to deal with, as you said, those who come knocking at your door?

359 MR. BRUNO: Yes.

360 MR. WOODHEAD: Yeah. And the key to this is really in our classification, right? I mean, we're a broadcast distribution undertaking, the key word being distribution. We are in the business of distributing content in its broadest form to as many people as we can.

361 And I'll leave that there, but if you have other questions around the other matter I raised ---

362 THE CHAIRPERSON: No, not at this time, thank you.

363 I do have a question maybe about FreeWheel. You had said you, you know, continue to work with programming partners to support the use of the FreeWheel service.

364 What do they do if they're not happy with how they -- how the work, so to speak, is going, the level of cooperation if it feels aggrieved in some manner? What recourse would they have or what recourse could you suggest for them?

365 MR. WOODHEAD: Sorry, is the question what recourse someone else would ---

366 THE CHAIRPERSON: Might they have if Rogers, in fact, is not helpful, does not cooperate with them?

367 MR. WOODHEAD: Well, perhaps I'll pass that maybe to Eric and to Susan, just to explain how FreeWheel operates and what the offer that we have made here is with respect to ---


369 MR. BRUNO: In regards to FreeWheel, they are a technology partner. They're owned by Comcast, and they are the ones that provide the technology that does the ad insertion into our video-on-demand platform.

370 So they have been our partner since we launched Ignite. They provide a very basic feature and functions.

371 So first, I would find it hard to imagine that somebody would have a problem, because it's basically blocking and tackling.

372 In the event that they did, obviously, that is something that they could raise with Rogers. That is something that we would then escalate to Comcast.

373 But when you look at insertion into video-on-demand ads, although it is part of an overall function of the platform, it's one that quite honestly, isn't incredibly lucrative, and not many people choose to participate. But as mentioned, if they had issues with us, they could obviously raise it to us. We have many escalation tiers into Comcast up through Dean and even our CEO. So we have got that path cleared.

374 And then the other thing too is, we are not the only IPTV game in town. There are other providers that have apps. The integration isn't nearly as good as ours, but it exists.

375 There's Apple TVs in the word, there are androids. There are other places they can go. So if we can't provide them with a great experience, they can go to one of our many competitors, though we hope and plan that they will have the best experience with us.

376 THE CHAIRPERSON: Thank you.

377 Did you want to add, Susan, or were you -- no? Okay.

378 MS. WHEELER: No, I don’t have anything.

379 THE CHAIRPERSON: Moving on again, a little bit.

380 So we have the wholesale code, sets out commercially reasonable practices for packaging and distribution.

381 What safeguards would you suggest as appropriate to prevent -- how can I phrase this -- we will call it "commercial retaliation" following the filing of a complaint by an independent programmer with the Commission?

382 MS. DINSMORE: It's interesting. We know that this has been raised and it's -- I think it's been more raised in the context of reluctance to file or the trigger to see resolution.

383 So when we can't get to yes in terms of our negotiations for a renewal, that the independents, I think, have said basically, "We're -- we feel that we don’t want to trigger that dispute resolution because we might find that there's -- we get punished somehow."

384 A, I can honestly say I cannot think of one example where that’s happened at Rogers, and I have been there for 26 years. So I don’t know that that’s been directed particularly towards us, or there's been a particular example that could be pointed to.

385 But having said that, I note that the wholesale code basically, in effect, sets out a trigger, because it says after the 120 days, the parties shall effectively through the dispute resolution.

386 So whether it should be us as opposed to them that do that, whether it should be at 90 days or 120 days, I mean, these are things the Commission can determine.

387 But if I look at the actual section in affiliation agreements, you know, it's a shell for both parties. So ---

388 THE CHAIRPERSON: No, I think in this case, the concern was more with well, where they get included or don’t include it in the best pre-assembled package or what have you. So I'm assuming your answer is the same, you have not ---

389 MS. DINSMORE: It's the same. I think that, you know, the safer to their setup in the code, they have not been examples in our -- in respect of us where they haven't been, that have gone to the Commission, that we have had to deal with.

390 So I just -- I can't point to an example where that’s happened, so I can't think of a remedy to an example ---

391 THE CHAIRPERSON: That would have been my follow-on question with what you're saying. If you don’t recognize the problem, I won't ask you for a resolution of it.

392 Moving on then to the set top box issues -- and I know the comments you made in the opening remarks this morning -- have you received set top box data requests from programming services?

393 MR. BRUNO: To date, no. We basically then focused on working with the ETAM program from Numeris.

394 So we have provided set top box data into the ETAM working group, and that’s the extent of where we have been engaged so far, as it relates to service providers.

395 And one of the things we have stated -- and I think Pam raised in her opening comments -- is we know that there is some general degree of frustration in the industry with the piece, which Numeris is proceeding. I think there are a lot of logical reasons for where that is, but if the Numeris ETAM project doesn’t proceed as quickly, we would be prepared to provide set top box data reports to any service provider -- any independent programmer that requested them.

396 MR. WOODHEAD: And we are prepared to make that commitment, I believe, Eric, as of the end of first quarter, 2022.

397 MR. BRUNO: Correct.

398 THE CHAIRPERSON: Understood.

399 Now, I appreciate your response. There is a degree of inconsistency, pardon me, between that and a number of we'll call it repeated intervention by programming services on this topic since 2014. I don't know the finger has been pointed exclusively at Rogers or BDUs more generally.

400 But it would seem that in other corners there is much more of a concern about the ability to obtain that information.

401 MR. WOODHEAD: As I say, the commitment we are making, we will provide a set top box data report card to any programmer who asks for it, free of charge on an annual basis beginning end of first quarter, 2022.

402 THE CHAIRPERSON: And I might, if you are willing, to ask you perhaps better by way of undertaking than here. If you could provide a little meat to the bone about timelines for responding to requests and the data, the costs to yourselves of producing it. If you could give us some further detailed information about, if you will, the details around what the ---

403 MR. WOODHEAD: What that report card would look like.

404 THE CHAIRPERSON: What it would look like and what are the considerations therein.


406 MR. WOODHEAD: Very good.

407 THE CHAIRPERSON: Could you do that?

408 MR. WOODHEAD: We will undertake to do so ---

409 THE CHAIRPERSON: Thank you.

410 MR. WOODHEAD: --- by whatever date is convenient.

411 THE CHAIRPERSON: I will come back to that with counsel later. I don’t have the date in front of me that we have established.

412 Counsel?

413 MS. MAHEUX: Yeah. In the amended NOC -- sorry, the NOC has been amended a few weeks ago and the date for the undertaking is November 29.

414 MR. WOODHEAD: Okay, thank you.

415 THE CHAIRPERSON: After I have said that date a few times I will probably start remembering it. So November 29th, Mr. Woodhead.

416 I think this can get caught up in that same undertaking. I was going to ask you the frequency of the data that would be provided by Rogers and a justification for the frequency, and I guess a clarification as to whether or not your commitments apply to all independent programmers or if it is only to programmers that have an agreement with Rogers or Shaw.

417 MR. WOODHEAD: I think we will deal with this by undertaking. Does that satisfy?


419 MR. WOODHEAD: The same undertaking that we were referring to before.

420 MS. DINSMORE: I’m just wondering, Mr. Chair, are you suggesting that we might have set top box data for independent programmers who we don’t distribute?

421 THE CHAIRPERSON: I am asking you if it would only be with those with whom you have an agreement.

422 MR. WOODHEAD: We wouldn’t have -- if we do not carry them, we wouldn’t have set top box data.

423 THE CHAIRPERSON: Understood. And you have already indicated the date which is as of April 1st from your opening remarks today. Is that correct?

424 MR. WOODHEAD: Correct.

425 THE CHAIRPERSON: Okay. thank you.

426 So changing themes or returning to an earlier theme, back to SRDUs.

427 A similar theme in terms of safeguards, if the Commission approves the acquisition, what could Rogers propose to reassure its future business partners? For example, are there any additional safeguards, COLs or others that you would consider the Commission -- consider acceptable for the Commission to impose to minimize any potential negative impact on the delivery of signals, in particular to the smaller players?

428 MR. WOODHEAD: No, we are not proposing any additional safeguards.

429 As I said, to our knowledge there has never been a complaint about how Shaw has operated this business. Rogers doesn't operate a satellite relay distribution undertaking so we will step into Shaw’s shoes in this regard.

430 We do understand the importance of this service to rural and remote BDUs and we would -- our intention would be to honour that commitment to the extent that we are allowed to.

431 THE CHAIRPERSON: And I assume that that commitment includes continuing to deliver independent programming services including ethnic and Indigenous services on the platform?

432 MS. DINSMORE: Yes, it does. And I think a bootstrap to that would be the fact that we are committing to carrying or continuing to distribute post-close the 40 independent programming services that were in our opening remarks because obviously the SRDU and Shaw Direct are correlated. So insofar as we are distributing those services they are equally available to our business clients, the BDU business clients.

433 THE CHAIRPERSON: Would the RDUs continue to distribute signals from other VIs, other Vertically Integrated players?

434 MR. WOODHEAD: Of course, yes.

435 THE CHAIRPERSON: And again, I assume, as you have said several times now, you are stepping into the shoes,, so to speak, of Shaw that you would be prepared to commit to delivering these signals on the same terms for a specific and reasonable period of time?

436 MR. WOODHEAD: Some reasonable period of time, but I mean, we have to realize that we are in an evolving period of time here and, you know, it would have to be reasonable and not lock us into some particular arrangement. We have a competitive market to operate in. We have to respond to our competitors. So that would be my only caveat on that.

437 THE CHAIRPERSON: And perhaps maybe a way to give you an opportunity to ponder what that period might be, perhaps you could again take as an undertaking to provide us with a proposal specifying the specific and, as you called it, reasonable period of time in which you would continue delivering the signals currently distributed by Shaw’s SRDU under the same terms and conditions as those in force?

438 MR. WOODHEAD: We can undertake to do that and provide the answer by November 29th.


440 THE CHAIRPERSON: Thank you.

441 That was in case I forgot the date already, Mr. Woodhead?

442 Thank you for that.

443 And I guess -- I shouldn’t say “I guess”; I expect then -- I think I know the answer to this but I will ask it because it is important. Do you similarly commit to contributing to the diversity of the broadcasting system by ensuring the transport of broadcasting services that are of particular interest to equity-seeking groups?

444 MR. WOODHEAD: Yes, of course.

445 THE CHAIRPERSON: Now, not everybody holds the same view as you do about the necessity of applying the wholesale code or the standstill roles to SRDUs and TRDUs. CCSA had specific proposals and an approach about how the wholesale code could apply to RDUs. I think you have answered the question earlier, Mr. Woodhead, when you said you didn’t see any reason.

446 But can you identify any new provisions that might be necessary, taking into account the proposals made by CCSA?

447 MR. WOODHEAD: No, there are no further requirements.

448 THE CHAIRPERSON: And I take it from that -- I perhaps should have phrased the question differently -- that you do not propose to accept CCSA’s or are you opposed? Sorry, I'm not wording my question very well -- that you oppose CCSA’s proposal?

449 MR. WOODHEAD: Yes, we do. We oppose it.

450 THE CHAIRPERSON: Now, TRDUs operate under an exemption order as we discussed earlier, largely because they are much smaller. And you have indicated again in an earlier response that there are lots of competitive supply. But when we combine Shaw and Rogers’ TRDUs, how important a player does that combined entity or supplier become in that market place?

451 MR. WOODHEAD: Of Rogers” TRDU and Shaw’s TRDU?

452 THE CHAIRPERSON: Combined in relation to other source?

453 MR. WOODHEAD: Rogers is incredibly small. It has, like, minimal revenues. So it doesn't materially change the ---

454 THE CHAIRPERSON: So the combination is not of ---


456 THE CHAIRPERSON: --- particular material relevance in your view?

457 MR. WOODHEAD: No, it isn’t.

458 THE CHAIRPERSON: I take it then -- and it’s a bit repetitive -- but then your view would be that the acquisition will not have an impact on any existing agreements with BDUs with respect to the TRDUs?

459 MR. WOODHEAD: Now as a result of this transaction THE CHAIRPERSON: Understood.

460 And the last one from me in this area -- should the transaction be approved, where do you intend to direct the five percent SRDU contributions?

461 MS. RATHWELL: Well, should the transaction be approved, I assume that the five percent contributions would continue in the manner that Rogers chooses but it would be in accordance with Commission policy. At the same time, there is an allocation to APTN that has been in place for some time that supports their uplink and we would submit that that should also continue as it is an important benefit for them.

462 MR. WOODHEAD: And we agree to continue that.

463 THE CHAIRPERSON: I was about to say, “That’s good, but what does Rogers -- does Rogers agree?” And would you confirm that you would indeed ---

464 MR. WOODHEAD: We confirm that, yes.

465 THE CHAIRPERSON: Okay. Then I will pause there and turn it over to my colleagues.

466 MS. DINSMORE: Mr. Chair, just before you do, I just wanted to add something to the record.

467 I am told that in fact we did get a request for set top box data and we had not been landed on our proposal that was outlined in our opening remarks. It came from CHCO in New Brunswick. We had already commenced our flow of data to the Numeris ETAM system, so on the basis of that we denied their request.

468 But now obviously under this proposal we would be providing that same data to everyone who asks, and CHCO could ask us as of April 1st, 2022.

469 THE CHAIRPERSON: Thank you for the clarification. Would they be able to get that data prior to April or would it just all be at the same time that you would begin to make that available?

470 MS. DINSMORE: All at the same time.

471 THE CHAIRPERSON: Okay. Thank you for the clarification.

472 MS. RATHWELL: Mr. Chair, sorry, may I clarify the record as well on the SRDU benefits? And that is, on the Indigenous side we also provide some support to Wawatay Radio and also to some northern radio stations with respect to back ---

473 THE CHAIRPERSON: That’s right, up-linking of Indigenous community radio.

474 MS. RATHWELL: Yes.

475 THE CHAIRPERSON: And I assume and hope the response from Rogers is the same that you would commit to continuing to support those initiatives?

476 MR. WOODHEAD: We would confirm that we commit to continuing those initiatives.

477 THE CHAIRPERSON: Thank you again both for clarification.

478 I will move on to my colleagues but before I leave my section I should just check with my fellow Panel Members.

479 Monique -- Commissioner Lafontaine, pardon me -- you have a question?

480 COMMISSIONER LAFONTAINE: Thank you, Mr. Chair.

481 I have a question concerning SRDU and TRDU. I would be interested to hear what the implications would be on Rogers if the Commission were to impose the wholesale code or standstill rule on the SRDU, TRDU services? I appreciate your submissions that Rogers does not think that this is necessary, but we have intervenors who have filed comments otherwise.

482 So I would be interested to hear, as I say, about what those implications would be is there were restrictions or obligations to comply with the wholesale code or the standstill rule for those two types of transport services.

483 MR. WOODHEAD: It really comes down, Commissioner, to a matter of principle. We don’t operate an SRDU business today. We have no experience operating an SRDU business and we will stand in the shoes of Shaw in operating one. So there is no track record of Rogers having discriminated against anybody in terms of SRDU services or TRDU services for that matter.

484 So the question puts me in an odd spot, if you will, in the sense of while I appreciate you may want me to agree to this, imposing a regulatory condition simply without any evidence that one is required, to me is not a regulatory best practice. And so at this point I would have to say that we would oppose that.

485 COMMISSIONER LAFONTAINE: I understand that you are opposed to it and that you do not require -- you do not want this type of thing imposed on your services. But I would like to understand what the implications would be if they were imposed. That is the question.

486 And I also understand that Rogers has never had an SRDU service but this isn’t just Rogers stepping in to Shaw’s shoes. This is Rogers stepping into Shaw’s shoes with regard to SRDU, becoming the largest terrestrial BDU in the country, having a national DTH service. So there is a whole package here which would allow, or potentially allow, Rogers to exert quite a lot of market power.

487 So the question is, would it be problematic? We are hearing from you, from your submission, that everything will be fine. You're going to treat everybody nicely. We want to continue to serve the rural and remote communities. So if it is not a problem for the business to comply with the rules or to comply with fair dealings with the industry participants, why then would it be problematic to have terms such as the wholesale code imposed on these types of services?

488 MR. WOODHEAD: As with every regulation there are costs associated with it potentially. But what I might do here, with your agreement, Commissioner, is undertake to provide a response to that question by November 29th.


490 COMMISSIONER LAFONTAINE: Thank you very much.

491 Thank you, Mr. Chair. Those are my questions.

492 THE CHAIRPERSON: Thank you.

493 Commissioner Anderson? I believe you had a question also?

494 COMMISSIONER ANDERSON: Thank you, Mr. Chair.

495 I wanted to go back to the opening remarks and there was a lot of references to western Canada. But I was just wondering for the record if there could be some clarification about whether we are just talking about the provinces in the western portion of Canada or are we also discussing any territories?

496 MR. WOODHEAD: At this point in time we are discussing British Columbia, Alberta, Manitoba, Saskatchewan, and those are the areas where Shaw’s networks are resident today. And to my knowledge they do not include the territories.

497 COMMISSIONER ANDERSON: Thank you. And then I've got one second question and it relates to the set top box data. And just for my own understanding, can you clarify if any of your related programming services would be privy to information that is not provided to independent programming services under the framework that you have suggested?

498 MR. WOODHEAD: Eric?

499 MR. BRUNO: That is a very good question. I'm just going to take a moment.

500 So what would be -- there could be, Commissioner, some different circumstances. So as an example, what we are committing to do is to provide the set top box data that each -- that is unique to each independent programmer. So there could be cases like in the example of Numeris where we are providing everybody’s set top box data. So Numeris will get more set top box data than would, say, Blue Ant because Blue Ant would just get the set top box data that is relevant to them.

501 The second situation in which that might occur is we have also committed to providing free set top box data to any independent that wants to work with CYNCH which is a -- Susan can describe in a lot more detail that I can. So in that case we would be providing a greater aggregate of set top box data to CYNCH in support of the different independent providers.

502 We have multiple independent providers using CYNCH; then CYNCH would be getting a greater aggregate of data. Outside of that, I can’t think of a scenario where somebody would be getting more. It would be specific to the independent providers and then greater aggregate data provided to CYNCH and Numeris.

503 COMMISSIONER ANDERSON: So your related programming services would not receive any information about independent service providers?

504 MR. BRUNO: No.

505 COMMISSIONER ANDERSON: Okay. Thank you for that clarification.

506 THE CHAIRPERSON: Thank you.

507 Counsel, did you have any follow up questions in this area before we -- I pass the microphone to my colleague?

508 MS. MAHEUX: I have one follow up question.

509 THE CHAIRPERSON: Please go ahead.

510 MS. MAHEUX: So with respect with the exclusivity in head start, so intervenor raised issue regarding the eligibility of all Rogers content for online distribution by all BDUs. Specifically, Cogeco and TELUS consider it essential that the Commission impose a non-exclusivity rule employed that Rogers from entering into any agreement for exclusive or preferential distribution of any online programming services through its own distribution platform.

511 In addition, Cogeco suggests that such a new rule must be accompanied by no head start rule, ensuring that Roger, sorry, ensuring that Rogers will not be able to benefit from a prime mover advantage when launching the new content.

512 So what would be the impact on Rogers should the Commission impose such a safeguards?

513 MR. WOODHEAD: My understanding is there is already such a safeguard in the Digital Media Exemption Order, as well as the Differential Pricing Practices decision, as well as in the Wholesale Code. So I'm curious as to what -- why there is -- it is necessary, and it wouldn't have any impact if it already exists.

514 MS. MAHEUX: I will not go into the details of how the regulation, but you've got exempt services, you've got license services, and I just raise the question because it has been raised by intervenors. So I ask you the question.

515 MR. WOODHEAD: It -- we don't agree with that as a -- as an additional safeguard on top of of the safeguards that currently exist.

516 MS. MAHEUX: Thank you.

517 THE CHAIRPERSON: Thank you, Counsellor.

518 Then I will turn the microphone to Commissioner Naidoo. Please go ahead.

519 COMMISSIONER NAIDOO: Thank you, Mr. Chairman.

520 So my line of questioning is going to focus on local and community programming, and my questions will be geared to Rogers at this point.

521 In your reply, you noted that you were still in the process of developing a comprehensive strategy for Shaw's community channels, and that you were committed to supporting and strengthening the role of community television within the broadcasting system.

522 So my question is, have you made any progress in developing such a strategy since submitting this reply, and if so, please elaborate? And I'll give you an example that may help: Please elaborate, for example, on any of Shaw's best practices that you intend to maintain, and on best practices you intend to apply to Shaw's existing community channels.

523 MR. WOODHEAD: Perhaps I'll ask Julie and Andrew to provide an answer to that one.

524 MS. HENSON: Thank you for the question, Commissioner Naidoo. Yes, we have elaborated more plans, and I'm happy to share them with you this afternoon.

525 So let's start by saying that Rogers has a strong and extensive track record in community programming, developing innovative programming and locally reflective programming for our communities. Everywhere that there is a Rogers TV or TV Rogers station outside the metropolitan markets, our dedicated staff are there to work with volunteers, access producers, and our specialty is local, timely, relevant community programming that's informative and often entertaining as well.

526 At a very high level, what we plan to do going forward is to build on the success of Shaw Spotlight. We want to enhance the offering of community programming in British Columbia, Western Canada, and Northern Ontario. So let me get down to a few specifics for you; I think that is the question.

527 We will provide additional in-depth extensive coverage of community issues. As I said, that's what we do best at Rogers TV. Full length coverage of local public affairs, events, right now Santa Claus parades. It's what we do, it's what we enjoy doing, and it's what our viewers have come to expect from us.

528 It is a differentiator for us. As we suggested in the video this morning where traditional broadcasters leave and end their service, we pick up the mantle and we run with it. We do all candidates debates during elections, for example. When there's a public enquiry, as was the case in Collingwood, we will cover the 63-day public enquiry on the community channel. The St. John's, Royal St. John's Regatta, we are there all day for every single race, to the joy and delight of our viewers. So we want to bring -- that would be the first component. We're going to bring additional in-depth coverage to community issues.

529 We also want to built on Shaw Spotlight's existing access programming strategy. And Shaw Spotlight, and my colleague Andrew and his team, have had some great successes in programming with local Indigenous communities. We plan on build -- to build on that foundation by hiring dedicated Indigenous community ambassadors.

530 We will create mentorship opportunities for those aspiring Indigenous content creators, something that is robust, something that is flexible to the different needs. Some people may need some editorial support, some people may need technical support. We can offer both, and we're delighted to do that.

531 And finally, we plan to deploy our enhanced onscreen multi-zone format, where the full programming -- video programming offering takes centre stage, but we add to that local headlines, local sports scores, the local weather forecast, where it's merited, traffic cameras. And in doing that, we improve and increase the discoverability of our content, our local content.

532 So those are sort of some of the measures. Really what we're looking for is to build a hybrid model.

533 And you asked, Commissioner Naidoo, about the best practices that we plan to maintain and retain that are happening at Shaw Spotlight. In the last few months, I have learned what they're doing. They're doing some wonderful things at Shaw Spotlight. I want to talk about digital by default and their self-serve model.

534 So perhaps I'll pass it over to Andrew, but those are two of the things that have captured my attention, and I think in this new best of both worlds approach would really serve Rogers TV communities in Ontario, New Brunswick, and Newfoundland well.

535 So Andrew, maybe you could explain a little bit more about those.

536 MR. EDDY: Thanks, Julie.

537 In your question, you said you wanted to direct this to Rogers. I'm happy to give you some insight on what Shaw Spotlight is doing, if that's ---

538 COMMISSIONER NAIDOO: Absolutely, yes.

539 MR. EDDY: That's right?

540 COMMISSIONER NAIDOO: Yes, thank you.

541 MR. EDDY: Okay. I think Julie rightly pointed to the interesting approach that Shaw Spotlight has taken on access. Access is unique to community television. It's really a cornerstone of what we do at Shaw Spotlight.

542 Interested members of the community are often the initiative for stories, for content because they have an interest, they have a passion, or they have a desire to serve their community. But they may have absolutely no television production experience, and so that's the unique position that we play.

543 You know, many times our role is really to facilitate the telling of a story, and what we've done, I think successfully, and what Rogers is starting to understand, is to make that access process easy, simple . We've gone to, you know, high quality prosumer kind of digital equipment. Gone are the days of huge ENG kits. We're using digital SLR cameras, we're using audio and lighting equipment that we can help train on and make them proficient in very quickly.

544 So the evidence and the benefit of that has been many of our access productions are now totally unassisted. And so you know, we have put the tools in the hands of content contributors in a way that makes it accessible to an even broader group of content producers.

545 I think the other thing Julie mentioned is, is low touch self-serve. We outfitted city councils with remote cameras so that it isn't necessary to roll a studio production truck up to the council meeting to cover it. The council now can direct and sometimes we switch remotely coverage of council, and they also have the signal available to put on the internet and make available to citizens in their communities.

546 So you know, we're delivering the content in a low touch method, which is made possible by new digital technology, and frees us to encourage more access production and get more people contributing content to the channel. Thank you.

547 COMMISSIONER NAIDOO: Just -- thank you, Andrew.

548 Just to bring it home, I think that what I have learned in studying Shaw Spotlight is that Rogers TV and Shaw Spotlight each have their respective areas of expertise, very different approaches, but complimentary approaches. And I think there's -- as Andrew explained, there's some best practices that Shaw Spotlight has embraced that we plan to embrace for Rogers TV, and vice versa, the Rogers TV approach to local, timely, extensive event coverage is something we can bring to viewers and communities in western Canada. Thank you for that.

549 In the local and community television policy, vertically integrated BDUs can either transfer a portion of their required local expression contributions to local television stations to fund local news programming or transfer a portion of local expression contributions from one community channel to another.

550 Now, the policy does not specify the recipients of the local expression contributions.

551 In your application, you, Rogers, stated that you would transfer your required local expression contributions to fund local news programming on your CityTV stations. And you also stated that the money would be used to enhance and bolster the locally-reflective and locally-relevant news that is offered on your CityTV stations in Edmonton, Calgary, Winnipeg, and Vancouver, and provide City news with the resources necessary to compete with Corus and Bell in those markets.

552 I have a few questions. You may touch on some of them, so I'll try to get to them all, but if you beat me to it, then I'll just skip over that.

553 In light of the fact that you confirmed that you would use your funding flexibilities to fund local news on your CityTV stations, please explain how you intend to use these additional funds and how Canadians will benefit from the overall content.

554 MR. WOODHEAD: Susan?

555 MS. WHEELER: Thank you for the question.

556 So we're very excited by the opportunity that this presents for CityTV. CityTV has a very well known, trusted brand in the Toronto market, but it's less well known out west. And that is something that we have been working towards for a number of years to try to build that brand awareness and that audience loyalty, and this additional funding will present us with the opportunity to do just that.

557 We have identified a number of initiatives that we think will not only provide better coverage to our local audiences, but it will also increase our profile and our engagement on multiple platforms, both within the regulated and the unregulated sector.

558 So the first one is, we are committing to launch 12 prime time local news specials. This will give us an opportunity to really exercise our investigative journalism muscle that we right now don’t have the resources to do. So taking some of those local stories that if we dug a little deeper, we could provide our audiences with a bit more context and perspective and nuanced overview of the issues. And so this will allow us that opportunity.

559 The second is to create an Indigenous news team. That is something that our head of news programming has championed within the organization, and it's really come to light over the last couple of months when we have been covering more and more Indigenous news stories that where it's really become apparent that non-Indigenous reporters and journalists don’t have the same perspectives, the same access, the same level of trust from these communities that Indigenous journalists would have.

560 And so this allows us to build a team that will be -- will have representatives in each province, build a team that will not only allow us to tell those stories in a more sensitive and nuanced manner, but it will also allow the non-Indigenous journalists who they work with to also gain a better understanding of the issues and provide better editorial coverage of those issues.

561 The third is that we're going to generally grow our investment in the western news markets in general. Right now, we're -- our revenues in those markets are not as substantial as Toronto, and so in order to really be able to justify the investments, we need to be able to put that money towards more meaningful content.

562 The third is our western news, or digital news service. This is a really exciting opportunity for us to take the enhanced coverage that we will be generating in the western markets and create a digital first news service that will be a western feed and it will live both on traditional platforms and on digital platforms. So those who are -- want to access it on YouTube or on Roku or on Samsung will be able to access it, as well as traditional distributors within the regulated system.

563 And the fourth initiative that we have identified is, we're going to place a western journalist as part of our Parliament Hill team in Ottawa.

564 We -- there has been a gap that we have recognized that there may be different perspectives coming from different parts of the country, and having Ontario-based journalists only cover those Hill issues may not provide the full picture to our audiences. And so we think this will be a great opportunity to enhance that coverage.

565 COMMISSIONER NAIDOO: Thank you for that answer.

566 You mentioned putting money towards more meaningful content. So you may have touched on some of this in your previous answer, but I just want to flesh it out a little bit.

567 Can you comment on how this transaction will benefit TV -- CityTV stations in terms of news programming and quality -- not so much quantity but quality of said news?

568 MS. WHEELER: Yeah. It will provide us with an opportunity to put more boots on the street, as they say. In hiring more journalists, being able to cover more stories, we think will enhance our coverage. And so it's not a matter of creating new hours of programming, it's creating better coverage of the issues that we currently are trying to do with less resources.

569 COMMISSIONER NAIDOO: All right. What about the filling of journalist positions with the new CityTV news stations? Can you tell me whether this money will help to expand those journalistic positions?

570 MS. WHEELER: Yes, absolutely. The primary expense in news gathering, as you probably are well aware, are the people who do it. And so the vast majority of this additional funding will go to actually hiring journalists and other news gathering staff to be able to cover those stories and get out in the communities to tell those stories.

571 COMMISSIONER NAIDOO: Can you comment on the intervenor's suggestion that you should divert from the flexibilities offered by the local and community television policy and be required to transfer a portion of your local expression contributions to the Corus owned Global stations or the ILNF?

572 MS. WHEELER: Certainly. Continuing funding to Corus is a hard one for us to get our head around in the sense that they are our main competitor in the market and they are -- they're the first-place news outlet in most of those western markets where we're currently ranked third or fourth. So to have the top player continue to get the majority of the funding while the bottom player, you know, has to sit by and watch that is hard to get our head around, so that’s something that we wouldn't support.

573 In terms of the ILNF, I understand the issue that some of the intervenors have raised in terms of access to that fund, and I do note that the Commission has identified a five-year review that is coming up in 2022 for the ILNF, and so I think we see that as the most appropriate venue and opportunity to discuss whether that policy remains relevant, given changes in the industry.

574 COMMISSIONER NAIDOO: Well, I think some of the concerns out there are that if Rogers would focus flex funding on its CityTV stations, somewhere that, of course, Global Television would suffer because it would be given significantly less money, while you say that enhancing CityTV would be good for Canadians, it's very clear that the demographics are different.

575 CityTV, for example, tends to broadcast more to a younger audience, Global tends to broadcast to more of a mid-range audience.

576 So if Global Television's content or local programming were to suffer, a portion of the audience may not have anywhere to go. They may not feel that they fit into that demographic that City focuses on.

577 So I would just like to get you to comment on that for me.

578 MS. WHEELER: Certainly. Well, City certainly attracts a younger audience, and I think that is a good thing in terms of future sustainability of news and information programming and ensuring that younger audiences engage in the democratic process and are fully informed about the public issues that are live in their communities.

579 It's not exclusive to younger audiences. I think the initiatives that we put on the table are designed to not only enhance our coverage so that we do capture a wider audience, but also that we're distributing our content on more and more platforms where people will be able to engage with it and be informed by it.

580 I’ll just note that in terms of the spending on news, just taking the annual reports from last -- from the latest year that’s disclosed, Global spent $137M on news, and our news budget was $27M.

581 So in terms of the impact of this additional money on Global’s ability to, you know, maintain or continue its news coverage, I don’t think it will be that material to their ability to maintain their coverage, although it will have a material impact on City TV’s ability to enhance its coverage.

582 And I think that’s a good thing for the system, frankly, because it will provide better editorial, you know, competitiveness in the market and make three strong editorial contenders in those western markets.

583 COMMISSIONER NAIDOO: In putting more funds towards your City TV stations, are you planning at this stage, or do you know if you would be thinking further down the line of changing your target audience or your demographics in any way?

584 MS. WHEELER: I can’t speak to that. That’s probably best answered by our head of news. But I certainly know that we plan on serving all Canadians and hope that our editorial is not exclusive of one particular demographic but reaches a wide range of Canadians.

585 COMMISSIONER NAIDOO: All right. Thank you for that. As per their current conditions of licence, Rogers City TV stations must broadcast, as you know, at least seven hours of local programming per week in metropolitan markets, and at least 14 hours per week in metropolitan markets.

586 In that metropolitan market, Rogers must broadcast on that station at least six hours of locally-reflective news each broadcast week, and three hours of locally-reflective news each broadcast week in non-metropolitan markets.

587 My question is, could you please comment on the possibility that the Commission require Rogers, under a condition of licence, to increase its local news and local programming commitments on its City TV stations in light of the additional funds that could flexed to the City TV stations. And please specify in your response whether you would be in favour of the Commission imposing such a condition of licence.

588 MS. WHEELER: I think I’ll answer the last question first. No, we wouldn’t be in favour of that. And I’ll tell you why. The Let’s Talk TV policy that the Commission issued a number of years ago focused on the fact that exhibition and hours of programming are no longer a relevant way to measure quality of programming. And so we’d much rather focus on investment on newsgathering in journalism to be able to provide better coverage, better information within the hours that we’re already providing.

589 Adding additional hours and watering those resources down to -- so that they are -- there’s enough to fill a quota isn’t, in our view, the best way to engage audiences or to cover the local issues that those audience are looking to be informed by.


591 COMMISSIONER NAIDOO: I’m wondering if you would be willing to subscribe to an undertaking on this question, and I can lay out the undertaking for you.

592 As an undertaking, please comment on the possibility that the Commission impose Rogers a condition of licence to increase its local news and local programming commitments on its City TV stations, which would require the filing of an application by Rogers to amend the conditions of licence of your City TV stations.

593 In the response, please expand on the impact on your ability to increase your contributions to your City TV stations, and also on your ability to absorb additional commitments.

594 MS. WHEELER: Certainly.


596 MR. WOODHEAD: We’ll undertake to provide that by November 29th.

597 COMMISSIONER NAIDOO: Thank you very much.

598 Moving on, in the transaction -- if the transaction is approved and you are granted the ability to flex additional contributions to local expression to your City TV stations by your BDU, can you please describe how Rogers would use this flex?

599 MS. WHEELER: We continue to -- we will continue to use the flexibility that already been in place by virtue of Shaw having shut down its community channels in those major markets and directing that revenue or that funding to core stations. So we don’t anticipate making any additional changes.


601 COMMISSIONER NAIDOO: Okay. Again, could I please ask you to provide an undertaking? And I can spell out exactly what we’d like to have in the undertaking for you.

602 As an undertaking, could you please provide the Commission with a breakdown of specific commitments in addition to those which your City TV stations are currently held, subject to a further application with respect to the following, please: the broadcast of local programming hours in metropolitan and non-metropolitan markets served by City TV; the broadcast of locally-reflective new programming; locally-reflective news spending; and the aggregate number of journalists employed in City TV markets across the country.

603 Also in your undertaking, please comment on the possibility that the Commission impose on Rogers the additional commitments as conditions of licence, which would require the filing of an application to amend the conditions of licence on your City TV stations.

604 And in your response, please expand on the impact on your ability to increase your contributions to City TV stations, and also on your ability to absorb additional commitments.

605 MR. WOODHEAD: We’ll undertake to provide that answer by November 29th.

606 COMMISSIONER NAIDOO: Thank you very much.

607 MS. WHEELER: Sorry, could I make one -- ask one point of clarification.


609 MS. WHEELER: The aggregate number of journalists, is that our current number of journalists or post-transaction number of journalists?

610 MS. MAHEUX: You can provide us with both.

611 MS. WHEELER: I kind of knew that was going to be the answer.

612 COMMISSIONER NAIDOO: I was going to say. If you ask -- if you give us a choice ---

613 THE CHAIRPERSON: Never ask a regulator if they’d like more information.

614 COMMISSIONER NAIDOO: Thank you for that. I appreciate it.

615 Could you please comment on what measures Rogers would take to ensure that the markets being served by Rogers City TV stations adequately support diversity of news voices for Canadians across the country.

616 MS. WHEELER: Sorry, could you repeat the question?

617 COMMISSIONER NAIDOO: Sorry. Sorry. Please comment on what measures you would take to ensure that the markets being served by Rogers City TV stations adequately diversity of news voices -- diversity of news voices for Canadians across the country.

618 MS. WHEELER: Sure, and that’s something I was trying to allude to earlier in terms of how this additional funding will help strengthen our newsrooms in Western Canada and provide a better competitive editorial landscape for news and information in those markets by making us a stronger competitor.

619 COMMISSIONER NAIDOO: All right, thank you. I’m not finished by line of questioning yet, but I think we’re going to be pausing for a break.

620 THE CHAIRPERSON: I think this may be a good time to take, I guess, our first afternoon break. Why don’t we break for 15 minutes, returning at -- I can’t count here -- at ten to ---


622 THE CHAIRPERSON: --- 3:40, thank you.

--- Upon resuming at 3:35 p.m.

--- L’audience est suspendue à 15h35

--- Upon recessing at 3:53 a.m.

--- L’audience est reprise à 15h53

623 THE CHAIRPERSON: Madam Secretary, whenever you’re ready.

624 MS. ROY: Ms. Naidoo, you may continue your questions.

625 COMMISSIONER NAIDOO: Thank you very much.

626 In the past, and in the local and community television policy, the Commission has affirmed the importance of reflective community programming and has stated that communities, especially under-represented communities, should be reflected through their local programming and community channels.

627 In addition, the Commission is tasked with safeguarding and maintaining the objectives if the act, which includes ensuring that the Canadian Broadcasting System the circumstances and aspirations of Canadians, including equal rights, the multicultural and multiracial nature of Canadian society, and the special place of Aboriginal peoples within that society.

628 So with that in mind, please comment on your tangible efforts to ensure that the programming on your community channels is reflective of the communities it serves, and that under-represented groups are being adequately reflected in that programming.

629 MR. WOODHEAD: Julie.

630 MS. HENSON: Yes, Commissioner Naidoo. Absolutely, Rogers TV has a strong track record of presenting programming that is reflective of our local communities. For example, in Ottawa, we have -- we work very closely with approximately 14 multicultural groups who produce Access programming either in our studio or, as in certain cases -- I can think of Tele-30, they -- the Italian community, they have their own production equipment and facilities, and they submit their programs to us fully baked, if you will.

631 In London, Ontario, we’ve had some wonderful partnerships with the Muslim community and have produced programming involving the Muslim community.

632 Those two are turnkey, so they come to us with preproduced programs that we're absolutely delighted to share with the broader community. In St. John's, Newfoundland, we've had some wonderful diverse programming, including a Dr. Lloydetta Quaicoe, who is producing a multicultural programming showcasing newcomers to the city.

633 So I think we've got a good record in all of our markets. Equity seeking communities find a home on Rogers TV.

634 One show that has resonated with me in Barrie, Ontario, we worked in the -- in June of 2021, we worked with the LGBTQ+ community to present their Pride Festival and did a documentary with drag queens. And it was so compelling to hear these people talk about their experiences, not always positive experiences, the challenges they face in Barrie, but very enlightening.

635 So there are multiple, multiple examples in every community that we serve that the community channel is an avenue for equity seeking groups.

636 We do hope to go a little bit deeper with Indigenous programming. And you know, even though Rogers TV and Shaw Spotlight have both produced programming that's for an about Canada's Indigenous communities, I think we can do more.

637 Some recent examples I'm very proud to share with you: In Grand Falls-Windsor, our staff producer, Jeff Berry, is right now working with the Qalipu First Nation to organise an election debate, something we're very familiar doing, but these are -- this is an election debate for candidates vying for a seat on the Band Council of the Qalipu First Nation. So that is something new.

638 Similarly, our producer, Wayne Aubie in Bathurst, New Brunswick, recently worked with Chief Terry Richardson of the Pabineau First Nation to provide a profile of the community.

639 So there's new additional efforts being made, but again, I suggest to you that there is more to be done, and we're committing to doing that.

640 In the lead up to this hearing, we've had some consultations because I don't have all the answers, I wish I did, but I -- we felt that it was important to go to Indigenous communities in some of our existing relationships. So we've had a couple of meetings. We've met with Christine Smith-Martin, the Executive Director of Coastal First Nation, and we've met with Patrick Mitsuing of the Makwa Sahgaiehcan First Nation, Treaty 6 territory to consult with them, find out what is it that we could do, "How do we make the community television experience better for Indigenous communities? How can we serve your needs?"

641 And in -- as a result of those consultations, which are ongoing, they have -- they have just begun but we need to do more, that's where we've come up with the proposal to hire 10 Indigenous community ambassadors. These aren't necessarily TV producers. We know how to produce TV, we've been doing it successfully for 53 years, not me personally, but community TV, we have professional producers. We are looking for ambassadors within the Indigenous community that have the networks, that have the contacts and can help us liaise with those communities.

642 They'll also be tasked with finding and fixing any friction points. So we have a model in place to receive access proposals, we engage with community members, but we haven't received a lot of proposals from Indigenous communities, so there may be some process issues. So our Indigenous community ambassadors will be tasked with finding what those issues may be and fixing them.

643 We also want to contribute to growing Indigenous voices on the community channel by connecting Indigenous subject matter experts with our internal editorial leads.

644 And then finally, I have mentioned it earlier, we want to develop mentorship opportunities for aspiring Indigenous content creators.

645 So I guess, you know, although we do have a rich, diverse programming offering currently in our 26 stations, there are -- there is more work to be done, there is always more work to be done. Technology is more accessible now, so I think we're doing to continue on that road and welcome more people into the community channel experience and make sure that we have stronger relationships with First Nation, Métis, and Innuit people.

646 COMMISSIONER NAIDOO: Thank you for that.

647 MR. KOVACS: And sorry, I just have one thing to add. I'm the boring rules and number guy. I make Julie look a little bit better when she's talking about the creative. But when we filed the response to the Commission's RFI in November about the original programming that we produce on Canadian channels, we provided numbers for the 2021 broadcast year for six of our BDUs, and within that, over a third of our access programming consisted of broadcasting programs that were reflective of equity seeking groups or provided opportunities for them to participate in a creative role.

648 So our commitment to the role is borne by the -- borne out by the numbers in terms of across all our BDUs.

649 COMMISSIONER NAIDOO: Thank you very much.

650 In addition to content, can you please comment on your tangible efforts to ensure that your on air staff are reflective of under represented communities, especially in prominent timeslots? I mean, it's not enough just to have somebody on air, you know, at any given time, but in a -- in a -- not just primetime, but more of a prominent timeslot, if you could comment on that.

651 MS. WHITE: And that's specific to news programming?

652 COMMISSIONER NAIDOO: Actually, you know what, any -- news programming and non-news -- I told you, if you give me -- if you give me an option I'm going to ask for both.


654 MS. WHITE: So Rogers sports media actually prides itself on the efforts that it makes to lead the industry on diversity efforts. Just recently this year, we launched a program called All In For Equity, and that was really -- and that -- it was a commitment of $10 million over five years to small not for profit -- for -- small for profit, and also not for profit businesses owned and operated by diverse professionals. We -- that was $10 million in free advertising and creative services to try to engage and reflect a broader subset of our community, and also work with those businesses to help sustain that -- their profile in the -- in the community as well.

655 We file a diversity report every year, where we're able to identify both our on air and behind -- and behind the camera staff, and I would argue that we probably have one of the most diverse broadcast staff of all of the broadcasters. Now, we are the smallest, but at the same time, it is part of our -- of our DNA at City in terms of being diverse because we found our beginnings in urban markets that were obviously a multicultural reflection of Canada.

656 And in terms of we also have implemented over the last year a number of inclusion and diversity initiatives. We have a number of staff-led committees. The Indigenous Peoples Network is one of -- one of them, chaired by one of our CityNews journalists, and that really was what helped us identify the proposal to implement an Indigenous news team as part of our CityNews coverage.

657 We also have a number of other inclusion and diversity committees for, you know, a variety of diverse employees. And so all of that is really -- all of that is for the purpose of our -- of hiring and retaining more of a diverse subset of the population.

658 COMMISSIONER NAIDOO: And would you say that it's a priority to ensure that some of that on air staff is in prominent timeslots then?

659 MS. WHITE: Absolutely. That is -- you know, obviously that's a -- the issue of a primetime timeslot is an interesting one, given that the majority of Canadians don't watch live programming to the same level that they used to, and so it's -- I think it's more, our commitment's more about just the primetime slot, it's more about building that talent profile and giving them additional platforms that -- where they can reach a broader audience. And so it's not just about the primetime schedule, it's also about the access and the -- and the reach of the content on a number of platforms so that that brand awareness is built.

660 COMMISSIONER NAIDOO: Thank you. Could you also elaborate on your outreach efforts to solicit volunteers from various communities served by your community channels for the purposes of meeting the access programming requirements, including volunteers from Indigenous and also other under represented communities?

661 MR. WOODHEAD: Julie?

662 MS. HENSON: Yes, Commissioner Naidoo. Foundational for us to work with volunteers. We have been doing it from the very start, and we employ very means at our disposal to encourage them to come work with us, whether it's in technical roles or editorial roles, on camera, behind the scenes; they get to do it all at Rogers TV.

663 So I will tell you that the pandemic has not been our friend in that respect. You know, it's been tough, the last -- what are we now, 20 months? For the better part of those 20 months, our production facilities have been closed, employees only. For the safety of our employees, we limited the amount of people that could come, and we wanted to respect the local ordinances for lockdowns or circuit breakers, call them what you will. So we have not had volunteers come into our environments for those reasons.

664 But they were undeterred. Our volunteers continued to stay engaged with us through Skype and Teams and all kinds of technology. And in fact, I'm absolutely impressed and grateful to those volunteers. The Commission had requested, on November 1st, a submission, Request for Information, and we shared in that document that in the 6 licensed markets selected by the Commission, we presented 2,845 first-run community programs, and 682 of those first-run programs featured one or more equity-seeking groups proving opportunities for equity-seeking groups in leadership roles or editorial roles.

665 All that to say, our volunteers, despite the pandemic, despite the lockdowns and the challenges, have stayed engaged with us.

666 And I think one of the reasons is well, our community engagement specialists, our volunteer coordinators do an awesome job. They stay connected through social media, through promotions on the channel of what's coming up and the opportunities to work with us. We have 30-second promos, we have a YouTube channel, we have -- like I said, every tool we can use. You know, free T-shirts will go a long way.

667 We haven't given out a lot of T-shirts, unfortunately, but as of last Monday, November 15th, we have a new protocol, and our volunteers are coming back, and I -- let's go on the record -- we need our volunteers to come back in droves.

668 So again, I'm using this opportunity to say that we are open for business, looking forward to seeing the return of long-term volunteers. Some of them have been with us 10, 20, 30 years, but we need more.

669 And you know, our efforts and our commitment to hire Indigenous community ambassadors will help us reach into those communities where we may not have been as successful in previous years. And we will double down in those areas. Thank you.

670 COMMISSIONER NAIDOO: Thank you very much for that.

671 Could you please elaborate on your selection process for determining which Access programs are produced, including whether and how you take into account members from Indigenous and also other under-represented communities?

672 MS. HENSON: Yes. The process, really, we try to accommodate as many as possible. Let's put the pandemic aside because it really has been exceptional times and not really indicative of how we would normally do business.

673 When Access -- an Access requestor comes, whether they come through our website or pick up the phone or send an email or you know, we meet them at the grocery store, in some of our markets, our staff producers are well known. Our station managers are -- have -- you know, they're involved in every aspect of the community. You see them at city council, at the local hockey rink. So they get pitches all the time.

674 We take these Access requests, treat them like gold because they are. We have a requirement from the Commission to produce 50 percent of all of our programming must be Access, and I'm pleased to report that we meet and often exceed that minimum requirement.

675 So when it comes to Access, it often is first come, first served. There is a limited amount of resources, as you can imagine, and once we undertake to produce a series, whether it's a cooking show or a talk show, we have to schedule people through the studio with ENG kits, what have you. So we can't always accommodate everyone, but we will put them in the queue and when one series wraps up for one reason or another, then another one comes.

676 I wouldn't want to hazard a guess at how many Access series each community generates, but this fall, I saw dozens of new shows being launched. In the middle of a global pandemic, there were many new shows representing all kinds of communities.

677 And I do think that there's a certain element of first come, first served, but it's very important to us to be responsive to that, and our station managers do a very good job of receiving and deploying the resources available to make sure that those Access requests are met.

678 COMMISSIONER NAIDOO: Thank you. Well, sometimes I think the best measurement for success is audience feedback, so I would like to talk a little bit about that.

679 Do you have a mechanism in place for receiving feedback from members of the communities where you operate your community channels, including Indigenous and under-represented communities as well, and if so, could you tell me how their feedback is reflected in the community channel programming?

680 MS. HENSON: Given the nature, the hyper-local nature of community programming, and the national nature of broadcast ratings, it's a terrible match. We have tried over the years to get viewership data. The margin of error was so huge, by the time we whittled down to -- using Ottawa as an example -- by the time we whittled it down, the margin of error was such that the data was unusable.

681 So we don’t have traditional ratings, but I will tell you, one of the more recent -- well, since 2015, we launched a YouTube channel, and on that YouTube channel, we have grown our audience because we go over the top. We offer the community programming that used to be the domain of the cable plant. We offer it to a broader audience. And people aren't shy on YouTube to tell us what they think of our programming. Good, bad, and ugly, they will let us know.

682 We have 23,000 videos on our YouTube channel right now. We have 95,000 subscribers to our YouTube channel. So we do get some feedback that way.

683 At the end of every program on Rogers TV, we have a promo for our viewer response line. We used to promote, "Send us a fax." We don’t do that any more. We will encourage people to send us an email or call our viewer response line. Most people will send emails and most viewers are very generous in thanking the volunteers, the staff producers involving productions. We regularly get positive feedback from our local productions.

684 COMMISSIONER NAIDOO: All right. Thank you.

685 In the 2018 Shaw Renewal Decision, Shaw was directed to file a report detailing the measures they would take to ensure that the Access and also local programming requirements would be met for each of its licensed and exempt undertakings, going forward.

686 Are you aware of this report and the proposed measures, including the following; a new online presence to increase engagement with Shaw's community channels, efficiency enhancements to optimize resources, new strategies to engage volunteers and Access producers, and new internal oversight processes?

687 So the question is, please indicate whether and how you intend to maintain or enhance these measures, and if you intend to implement new alternative measures, please elaborate on what those would be.

688 MR. SHAIKH: I might start, since it was our licence renewal, and then I'll give it back to Julie.

689 But you're right. You identified the steps that we intended to take to improve compliance with our system.

690 If you recall, at that time, the Commission did agree with our interpretation of the community of interest across which Access content could be considered local.

691 But we have taken those steps, and we have actually marched toward almost full compliance in every system. And those efforts were somewhat interrupted by the pandemic.

692 We also intended, as you know, to file an application for authority to operate its own base community channel, so I think, you know, we're not yet fully integrated, and we haven't had as many conversations as we think we need to for, I think, Rogers to understand what steps we will take, going forward, but it has very good appreciation of the steps we have taken.

693 MS. HENSON: I'll add to that, Dean, thank you.

694 As Dean suggested, we have not really had an opportunity to do a full, in-depth analysis of the operations of Shaw Spotlight. But you know, Rogers has an excellent track record when it comes to compliance in community television, and you know, I plan to bring that experience to bear here.

695 And I think they're on the right track. They have demonstrated that. My understanding is that they're very compliant in all but one of their systems. And I think they are definitely on the right track.

696 As part of the deep dive that we will do, we will explore the ramifications of the zone-based model that has been mentioned by Dean. And we may at some point present a formal request to the Commission on that front. But for the foreseeable future I think the measures that they have developed to generate more access program are innovative.

697 In fact, what I know of them, Commissioner, I think they are methods that I would want to deploy in Rogers markets as well. I think they are really forward-thinking. So I do believe they are on the right track and we will explore further and make sure that compliance is achieved.

698 MS. DINSMORE: You touched on this a little bit but ---

699 MR. WOODHEAD: Commissioner? Commissioner.

700 MS. DINSMORE: Sorry.

701 MR. WOODHEAD: If it may assist in that regard, should we have anything further to add to that last point about views on meeting or improving we will undertake top provide some further detail if we have it, by November 29th.


703 COMMISSIONER NAIDOO: All right. So I just wanted to get clarification.

704 So in the 2018 report, Shaw indicated that it would be seeking the Commission’s authorization to operate Shaw Spotlight as zone-based community channels. The Commission has not yet received this application and so you do -- do you intend to file such an application if the transaction is approved?

705 MS. HENSON: It is too early to tell at this point.

706 COMMISSIONER NAIDOO: Okay. All right. Thank you for that.

707 I have no further questions at this point. Thank you very much.

708 THE CHAIRPERSON: Any follow-up on that area from other commissioners?

709 Commissioner Lafontaine, please go ahead.

710 COMMISSIONER LAFONTAINE: Thank you, Mr. Chair.

711 I have two questions. The first one relates to the Indigenous ambassadors which I think is a very interesting and innovative approach. I would be interested to know if these are volunteer positions or if these are paid positions.

712 MS. HENSON: Commissioner Lafontaine, thank you for the question.

713 We plan to hire 10 Indigenous community ambassadors as members of our staff. They will be paid.

714 COMMISSIONER LAFONTAINE: Thank you for that. And my next question relates to Rogers contributions to local expression. It is my understanding that -- and you talked about that in your exchange with my colleague -- that Rogers will not be making the same contributions to local expression that Shaw was doing to the Global stations, and that the funds will be directed to the City TV stations.

715 It is also my understanding that there is not a City TV station in each of the Global markets that are currently recipients of the local expression monies. So my question is how can Rogers ensure that these subscribers, the Shaw subscribers that are currently benefitting from those contributions to local expression, that they will be -- that they will continue not be served and they will not lose something as a result of this transaction?

716 MS. WHEELER: Thank you for that question.

717 So recently we rebranded both of our radio stations and our television stations under the City News brand and so those have a shared news gathering teams within each of our urban markets but those radio stations, many of which are placed in smaller communities that where Global Television is also resident.

718 In addition, we also have a community programming access in those markets as well. And so I think that we would be happy to give you a map of which ones won’t be covered as part of an undertaking but we don’t believe there will be a reduction in service to those markets, particularly since Global is required under its conditions of licence to require news and information programming to those markets.

719 COMMISSIONER LAFONTAINE: Thank you, Ms. Wheeler. I would appreciate you providing the undertaking and providing the details before November 29th.

720 MR. WOODHEAD: We will undertake to provide that by November 29th.


722 COMMISSIONER LAFONTAINE: Thank you, Mr. Woodhead.

723 THE CHAIRPERSON: Thank you. And I believe Commissioner Lafontaine -- I believe you are up.

724 COMMISSIONER LAFONTAINE: Thank you, Mr. Chair.

725 I believe I will be focusing my questions on three areas this afternoon. The first is Rogers commitment to address the concerns raised by independent programming services. The second is in the event that the application is approved, Rogers’ relationship with CORUS, and whether CORUS’s programming services should be treated as independent services, in particular for the purposes of the 1:1 carriage rule. And I appreciate that have already had some exchanges about CORUS but we are going to continue that during my questioning.

726 And then the third area is Rogers’ contribution to certified independent production funds, or CIPFs should the application be approved. And I do appreciate that that was something that you raised in your presentation this morning.

727 So first, Rogers’ commitment to independent programming services. As you know, a number of intervenors such as Anthem, IBG, Blue Ant, TLN, ECG, and to some extent Telus, suggested that Rogers should be required to ensure minimum penetration, revenue, or subscription levels for independent programming services for a period of five to seven years.

728 And again, I do appreciate that you did point to this in your presentation and we will come back to that. I just want to set the table, as it were.

729 So these are the interventions.

730 And then in Rogers reply to interventions, Rogers made three commitments for independent broadcasters. The first -- you guaranteed carriage of independent programmers’ linear channels for a specific period of time that would be less than seven years -- and today you mentioned three -- after the transaction closes, subject to some commitments on the part of the programming services related to programming investments and viewership thresholds.

731 The second one, you made a commitment to help independent broadcasters transition to digital business models by providing product and development assistance that will enable them, to offer their services on both linear and digital platforms. And again, there were some exchanges about that. But we will get a little bit deeper into it now.

732 And you made a commitment to facilitate independent programmers’ use of advertising technology or Adtec platforms.

733 So let’s start with the first, the carriage commitment.

734 Can you please start by clarifying whether this commitment would apply on a service-by-service basis or on the basis of standard commitments applicable across all linear independent programming services?

735 MS. DINSMORE: Sure, no problem there. Happy to discuss our proposal.

736 But before I do, I just want to let you know that since we filed our reply responses which was some time ago, we have had the opportunity to engage in discussions with many independent programmers and I am happy to report that we have concluded affiliation agreements with a number of them that will extend well beyond the close, should this merger close.

737 Separately, we continue to have ongoing discussions with other independent programmers to address their concerns and are hopeful that they will reach a successful conclusion.

738 So that is just what is going on at the moment. And we are very pleased that we have been able to achieve affiliation agreements with a number of independent programmers.

739 That said, that won’t cover all of the independent programmers clearly. And we recognize that there is a concern. It has been clear on the record that once the transaction goes through and CORUS is independent, according to the Commission’s own definitions, that there is a possibility that Rogers, who only ahs nine affiliated programming services, could use some of the CORUS services. We carry, I think, 28 -- no, we carry 32, that we could use those for the match.

740 And that is what the independent programmers are concerned about. We understand those concerns. So our proposal, just to flesh it out a bit is for us to post-close continue on all of the BDUs, so whether it be Shaw Direct, Shaw Terrestrial, Rogers Terrestrial today, that we would make a commitment to a 40-chnnel independent programmer commitment. So these would be channels or services that are operated by independent programmers. They would not include the CORUS services.

741 So today, as you know, the CORUS services for Rogers are classified as unrelated. And therefore they don’t count for the match. They would, in this proposal, continue to be unrelated so it would only be the sort of the independent non-CORUS going forward services that would be part of this commitment and that is the way it would operate.

742 It would obviously apply to the French and English language services because that is what the 1:1 rule applies to today.

743 COMMISSIONER LAFONTAINE: Thank you. So it sounds like it’s on a service-by-service basis that you’re negotiating -- that you’re planning -- you have been, and you intend and plan on negotiating on a service-by-service basis with the up to 40 independent services? Is that ---

744 MS. DINSMORE: Yeah. I mean, we -- we obviously will continue negotiating, and we’re always negotiating with independent programmers. And to the extent that we are able to reach agreements with them -- carriage terms -- then obviously we continue to carry them. They would be part of the 40.

745 And so -- but at a macro level, you know, given the obligation would otherwise be sort of a 1:1 9:9 obligation, what we’re looking at here is sort of 1:4.5 service, you know, commitment. And any service that -- independent with whom you reach agreement would be part of the 40. But in that 40, we’re not sort of itemizing exactly who -- or which services those would be, just to be clear.

746 COMMISSIONER LAFONTAINE: Okay, thank you. I’m just trying to understand the commitment that’s on the record. So, as I say, is it you will be negotiating with each service one by one to determine the carriage post-closing, or are you going to do a term sheet -- a standard term sheet that would apply to the 40 that would just send to the 40?

747 MS. DINSMORE: Well, we’re already aware of the services that are -- the independent services we know because it’s public information. We know that there are services that Shaw Cable carries. We know there are services that Shaw Direct carries. And we know there are services that Rogers Cable carries today.

748 It’s not meant to be a commitment for everyone to come to the table and we negotiate contracts when the close is done. That’s not -- that’s not sort of the general idea. The general idea is that it’s akin to a 1:1 linkage role, effectively. So in the spirit of Let’s Talk TV, where the commission itself moved away from access roles to linkage roles, this would be the same notion that it’s a 1:1 or 1:4 -- effectively, a 1:4.5, but I don’t have to put it in those terms. But that is the practical effect, is that it’s akin to a linkage role.

749 COMMISSIONER LAFONTAINE: Okay. Thank you. I’m going to carry on with the questions and, if need be, I’ll come back to that one.

750 So part of this commitment -- or as part of this commitment, Rogers states that this 1:1 rule -- or the 40, as it were, rather -- that the programming services would have to make certain commitments relating to investments in programming. And I’m wondering if you could elaborate on that a little bit.

751 In particular, I’m interested to know to what you are referring. Are you referring to these programming services meeting their Canadian programming commitments? Are there minimum expenditures that you’re expecting on foreign? Is it something else? So if you could elaborate on what exactly this means and how that would work.

752 MS. DINSMORE: The idea there is the 40-channel commitment stands no matter what. But clearly, we would all hope that the channels continue to invest in programming and continue to maintain a certain quality of programming so that they themselves are -- continue to be attractive to customers.

753 But in terms of any kind of quid pro quo, that’s not the idea. It’s more sort of in the spirit of the idea that we’re going to have these channels on a continuous basis to our customers and we’re going to continue to have, effectively, with the 40-channel commitment -- which, by the way, is a minimum, so it’s not meant to be a ceiling; it’s meant to be a floor.

754 Right now, Rogers Cable and Rogers Direct carry actually more than 40 services, so this is not meant to be, as I said, a ceiling; it’s meant to be a floor. And we’re hopeful that these channels will, in return, continue to invest in their programming so that they are -- continue to be channels that, you know, are attractive to the customers, especially in the Let’s Talk TV environment.

755 COMMISSIONER LAFONTAINE: But what type of investment to programming are you talking about here? Is it just meeting their programming obligations under their licence, or is it something more that you would expect these 40 programming services -- or minimum 40 programming services to achieve to meet this -- to be part of this commitment?

756 MS. DINSMORE: It’s not really meant to be specific. And I think that, you know, in the sense of any kind of negotiation, I think it’s a common notion that the programming services, as they come up for renewal, that they are able to maintain sort of some of the key rights that they, you know, currently have in terms of their programming.

757 I know schedules change. I know rates come and go. It’s just really more the idea. So again, it’s not a hard and fast rule. It’s just simply in the spirit of the commitment we would hope that the channels themselves -- and I think any channel does this in any event -- seeks to be attractive to consumers. That’s really the only -- the only thing that’s going on in this respect.

758 MR. BRUNO: And Pam, could I just add to that for a second?

759 MS. DINSMORE: Yeah.

760 MR. BRUNO: And I think, for practical purposes, what we’re really trying to avoid is -- let’s say for example you take Blue Ant, and if all of a sudden Blue Ant decided to replace Love Nature, Smithsonian, BBC Earth, and BBC First with the Paint Drying channel, the Grass Growing channel, you know, the Lawn Tennis channel, and the River Flowing channel, it would have a really big impact on their viewership.

761 So what it’s really saying is we want you to continue to invest in quality programming. We recognize that maybe Blue Ant loses the rights for Smithsonian. Just make a best effort to replace it with other quality programming. That’s we’re trying to do to ensure that our consumers and customers are getting the best possible viewing experience.

762 COMMISSIONER LAFONTAINE: Might there be additional expenditures added to this, an additional burden, or is there a possibility of additional financial obligation placed on them?

763 MR. BRUNO: That would not be our expectation.

764 COMMISSIONER LAFONTAINE: No. Okay, great. Thank you. And how would you ensure that the programming investment commitment has been met?

765 MR. BRUNO: From that perspective, it’s very easy. In one case, there’s the eye test, right, just in terms of is there quality programming that’s coming in. But more importantly would be viewership. Are our customers still interested? Are they still engaged? And I think it’s not just up to us, right? That same content is available on the internet. It’ll be available across other BDUs. So in that particular case, consumer choice would reign.

766 COMMISSIONER LAFONTAINE: Well, you raised viewership, and I think that was one of the expectations as part of the -- this commitment, that these independent services would be -- there’d be an expectation on viewership. And I’m wondering if you could elaborate on that, what type of viewership expectations there might be placed on these independent services.

767 MS. DINSMORE: So let me just reframe this. When we initially wrote up this proposal, we had those expectations in mind. Time went on, and now, quite frankly, we are prepared to commit to the 40 channels being carried without examining viewership or investment.

768 But again, as I said, the spirit of the commitment is that, you know, we do our part, and the services do their part. But it’s not meant to be a hard and fast commitment in this context.

769 COMMISSIONER LAFONTAINE: Okay, I think have it now. So the response in your reply where you set out these three pieces, that is no longer the proposal that is before us. Rather, it’s 40 independent services will be carried for up to three years. Is that post-closing?

770 MS. DINSMORE: It would take effect post-closing because of the -- yeah, post-closing, exactly.

771 COMMISSIONER LAFONTAINE: And do know which 40 services those would be?

772 MS. DINSMORE: Like I said, right now it’s effectively a minimum. Right now, Rogers carries 46. As I said, Shaw Direct carries 44. And Shaw Cable carries 38. So -- or 40. I think it’s 40. So, you know, things change. News services comes; other services go. Potentially -- it’s over a three-year period -- anything could happen. The commitment is to the 40.

773 Right now, we are above that commitment. We intend to stay above that commitment. It is meant as a minimum. It’s meant to be an assurance, frankly, to the independent programmers that Rogers will not do what others have said they will, which is use Corus as a match for the nine.

774 In other words, we’re actually going to be carrying 70 independent services after closing because Corus will be independent. But added to this 40, we will be carrying 70 independent services post-close.

775 COMMISSIONER LAFONTAINE: I believe you submitted on the public record tables that show the number of independent services and Corus services that Rogers carries, that Shaw carries ---

776 MS. DINSMORE: Yeah.

777 COMMISSIONER LAFONTAINE: --- and Shaw Cable, Shaw Direct. Would you be able to provide us with the names of those channels that are currently being carried by the -- by these -- the three different types of undertakings?

778 MS. DINSMORE: Sure. No problem.



781 COMMISSIONER LAFONTAINE: Now, I note that you are proposing a term of three years that you -- this is what you presented this morning. The intervenors -- some intervenors suggested five years after closing, some suggested seven. Why, in your view, is three years the right term?

782 MS. DINSMORE: I can also defer to Eric to add -- to add to my answer, but we felt that three years was quite reasonable. A lot goes on in three years in our current fast moving digital environment, and we felt that it was -- it was fair, it was reasonable, thought long and hard about it.

783 We've got a Broadcasting Act that is underway. We don't know what's going to come out of that, but the environment is changing rapidly. But at least three years gets them through what we hope to be this transitional phase, which, you know, this proposal comes along with our other proposals, which are to help these services get, you know, get -- be successful in the digital environment. So you know, it's got a variety of components. We've talked about the set-top box piece, there's the CYNCH piece, there's the helping get their ads on Comcast or otherwise, mass channels or virtual apps, and then this piece.

784 So all together our hope and aim is that through these initiatives we can help them get on their way to be successful on both platforms, and then -- and then, you know, obviously things could be reassessed at that point. But I think that three years in that context is reasonable.

785 COMMISSIONER LAFONTAINE: Thank you. Certainly, one of the concerns that intervenors have expressed on the public record is that sometimes negotiations can take a bit of time to enter into affiliation agreements. How can you -- or what can you tell us -- or what kind of reassurances can you provide regarding timely negotiations of these agreements for the independent services for the purposes of the 40 that you're referring to, or the minimum 40?

786 MS. DINSMORE: Well, we always aim to, you know, get our affiliation agreements done in a timely fashion. There are obviously many factors that play on both sides of the equation, which sometimes cause these renewals to go more slowly than we'd like them to.

787 What I can say is that, as I said before, we have a number of independent programmers who have already done with us affiliation agreements that will last post close, well past -- well past the close, and we will -- we will work with the others to do the same thing. I mean, we are -- again, like I said, we are in discussions with other independent programmers to try and find some sort of arrangement post close, so I think that that is best left to commercial negotiation. The incentives are there, and hopefully both parties will be able to reach these agreements in a timely fashion.

788 COMMISSIONER LAFONTAINE: Thank you for that. You've talked a little bit about it just now, and then of course earlier about the app, assisting the independent broadcasters with the development of the app, which I think is part -- the second part of this -- of your historical submission.

789 I'm interested to know whether -- a little bit more about that proposal. Is there a fee to the independent broadcasters or is this just something that Rogers is doing to help people -- help the independent broadcasters come along? I'm wondering if you could just tell us a little bit more about that initiative.

790 MR. BRUNO: Certainly. From a Rogers perspective there is not a fee. I mean, clearly the independent programmers would have to make their investments in technology. There might be fees from the developers that they work with to put the apps together, but from our perspective, no, we would not charge them anything to provide that assistance.

791 COMMISSIONER LAFONTAINE: How does your overall proposal with regard to the independent broadcasters respond to the intervenors who express concern about their ability to provide content on an online or on demand basis due to limitations set out in affiliation agreements? So that's something different than, you know, creating an app and having technical expertise. It's the ability pursuant to their affiliation agreements to make content available on a multi-platform basis.

792 MS. DINSMORE: I don't know that -- again, I don't know that we have those affiliation agreements with Rogers, and it strikes me that that could be problematic under the Wholesale Code. But if there is something specific that you could point us to, we'd be happy to respond to it.

793 COMMISSIONER LAFONTAINE: I think of the Anthem intervention, I believe that there were others, where they -- I don't know that they specifically pointed to any particular BDU, but they did state that pursuant to their affiliation agreements there were limitations in terms of their ability to innovate and expand their services.

794 So if this is not something that Rogers is in the business of doing, and if this is not something that you intend on including in the negotiated affiliation agreements, for the ---

795 MR. BRUNO: So I can ---

796 COMMISSIONER LAFONTAINE: Yeah, I'll let you respond. Go ahead.

797 MR. BRUNO: No, I can say clearly and categorically we do not intend to restrict anything in the affiliation agreements. I think if anything if you looked at our relationship with Sportsnet, Sportsnet is on every conceivable platform under the sun. We think that's in the best interest of Sportsnet, it's in the best interest of our customers. And the more they're interested, the more they're going to engage with our platform. So no, we will not restrict affiliation agreements in any way.


799 And I just want to ask this question for the purposes of the public record. How do you respond to intervenors who have expressed concern about their ability to launch new services and to provide that content on an online and on demand basis?

800 MR. BRUNO: So I think there are a couple, well more than a couple. Each independent service provider has its own context, their own business model, and what they're trying to accomplish. From our perspective, we're willing to step in and provide supporting guidance for those that wish to develop an app. Now, there may be some providers that don't wish to go down that path.

801 Developing an application can be expensive, but once you develop it you need to maintain it. As iOS updates, or Android updates, or its underlying platforms change, you've got to be committed not to just one to development, to the one time development but also the ongoing maintenance and support.

802 So there are other alternatives for independent programmers that wish to get into the digital space. As an example, ECG decided launching an app made sense for them. They launched two where we've integrated under the platform. Stingray decided to launch an app. In fact, they integrated it into Comcast, directly with Comcast before they even came and talked to us about it. There are other independent programmers like Blue Ant that are taking a different path. It's called FAST channels, which is free ad supported TV. You don't need to develop an application, you don't need to get it landed on different devices. Think of it as digitally broadcasting a channel. So really what you need to have are the digital assets and then the ability to broadcast it.

803 If you don't have the ability to do that, there are third parties that exist today that can do it for you. And so much like we would help an independent find an application developer and provide them with connectivity and sponsor them in their relationship with Comcast, we'd also be happy to help these independent programmers for those that, unlike Blue Ant, don't have the wherewithal to develop their own FAST channels, to connect them with a third-party, who white label the FAST channel, and then we'd be able to take that channel and put it directly onto our platform. And if they did it, they'd also be able to take that channel and put it onto any platform that that underlying partner existed on.

804 An example of that is Zoomo. They're already -- they are an application provider. They provide their own services, but they'll also white label FAST channels and they're more than willing to integrate Canadian independence into their -- into their ecosystem, and that ecosystem is already attached to ours. So we'd be happy to do both.

805 COMMISSIONER LAFONTAINE: So am I then to understand that if you are working with an independent broadcaster, you help them create the app, the app then will be on the Rogers IPTV platform for Blue Ant or ECG, just -- that would be one of the apps available on the platform?

806 MR. BRUNO: So what we do -- well, I'll be -- I'll be specific about it . So what we would do is if an independent programmer came to us and said, "We would like to be on your platform. We'd like to develop an app. We don't know how. We don't have the technical wherewithal." What we would do is connect them to an application developer that had expertise in the Comcast system that they could work with to do the development. If they chose to say actually, we don’t have the wherewithal to develop an application,” we would help connect them with a fast channel provider who is also affiliated with the Comcast ecosystem and make the connection so they could work with the fast channel developer and have that fast channel integrated into the Comcast ecosystem.

807 COMMISSIONER LAFONTAINE: But then what happens to the app once it has been developed? Dopes it come back to the Rogers platform or is that another ---

808 MR. BRUNO: So from that standpoint, once the application has been developed and they -- well, basically, it would come into that X1 platform; it would be certified. We would work with Comcast and we would test it and then we would launch it.

809 The benefit is that once it is integrated into the Comcast platform, it’s not only available to us; it’s available to any other syndication partner, if it’s Comcast, Shaw, Videotron -- it’s available there.

810 The other thing is, when you are developing that application, there are certain things you need to do to take it and make it work with the Comcast ecosystem. But you have the foundations of an app[ that could also work with iOS or Android. So in doing that work you're not only creating an opportunity in the Comcast ecosystem on the Rogers Ignite TV platform. You are creating opportunity across all syndication and even beyond.

811 COMMISSIONER LAFONTAINE: Thank you. Okay. So I'm going to move on to the third part of the slightly defunct proposal about facilitating independent broadcasters’ use of advertising technology, the Adtec platforms. That is something that is still a part of your proposal for independent broadcasters and is there a fee for that? Or is that just -- is there a fee for that?

812 MR. BRUNO: So from our perspective, no. The platform that we referred to, I believe specifically was CYNCH. So in that case the independent broadcaster would have to pay a fee for CYNCH. However, we would provide the set top box data that needed to make the CYNCH platform work, for free. So no fee from Rogers but there would more than likely be a fee from CYNCH.

813 COMMISSIONER LAFONTAINE: Okay, great. Thank you.

814 All right. Some intervenors have commented that the transaction would result in fewer doors to knock on in terms of distribution for programming services. Now, given that this would be true for all programmers and not just independent programmers or independent broadcasters, can you please comment on the effects of the Commission imposing as a condition of approval that Rogers extend its carriage commitment for independents to all programming services? So not just independent programming services.

815 MS. HENSON: So just to clarify, our carriage commitment is the 40 channels; that’s what we’re talking about on the 1:1 rule. So that’s one VI to one independent. And what you are asking is whether we would do what?

816 COMMISSIONER LAFONTAINE: Is whether Rogers would extend this carriage commitment to I guess all programming services that you would contemplate this arrangement for all programming services.

817 MS. DINSMORE: So below the 40 channel commitment, everything else is open to all programmers, third language, otherwise. In terms of -- when I think about -- perhaps what you're asking -- I'm not sure whether you are concerned about the Bell services or the ones that are owned by VIs. Maybe you're more concerned about multicultural services.

818 But in speaking to that part of it, the reason that our 40 channel commitment extends to the 1:1: link control in regards to VIs and independents is because should the merger go through, there is a change that happens. And the change that happens is that CORUS becomes independent. And the concern that has been expressed is that it will bump out the other independents, to be clear.

819 That does not happen in the context of the 1:1 linkage rule in respect of third language services. That 1:1 linkage rule in section 27 in both the distribution side and the packaging side where we link the foreign third-language service with a Canadian third-language service, it is unaffected by the transaction.

820 There is no change to that 1:1 linkage rule so there is no need, in our view, for added protection. But we understand the need for the added protection when it comes to the 1:1 linkage rule for VIs and independents. And that is why we have structure our proposal in this way.

821 COMMISSIONER LAFONTAINE: Thank you. Now, despite there being the carriage rule for the ethnic services, the Canadian to non-Canadian ethnic services, would the 40, the minimum 40, independent services -- might that include services that do reflect the interests of diversity communities?

822 MS. DINSMORE: Do you mean third-language services?

823 COMMISSIONER LAFONTAINE: Third-language, ethnic, LGBTQ.

824 MS. DINSMORE: All I can say is that today we carry 152 third-language services of which 87 are Canadian and 85 are foreign. So we are already well above the match, as it were. So again, we don’t see a need to do anything further in that regard. The rules are working. And you know, insofar as we operate in these multicultural communities, Eric would tell you, it’s totally in our interest.

825 These are also competitive -- you know, we’re dealing in areas where we always have competition. So and these communities are very important to us. So we are always working. We have a very robust group that works on ensuring that we have the best multicultural offering for our customers. And I think the proof of the pudding is in the eating. We already punch well above our weight in terms of that 1:1 rule.

826 COMMISSIONER LAFONTAINE: Just to follow up on this. So the commitment to the three years post-closing and again the minimum 40 services -- and I’m thinking of the TLN, ECG intervention where they requested or they recommended that they -- that for five years after closing that they would be assured distribution and that ethnic services would be assured distribution.

827 So I’m just trying to get a sense of what the landscape might be or how the commitment will play out in terms of the multicultural, the multi-ethnic services.

828 MS. DINSMORE: Well, I think to be fair, what they are asking for is that they get assured distribution in the same package that they are in today that we can’t repackage them; that their revenues are guaranteed for five years; and that they are able to -- they be allowed to provide consumers with an option, those who take basic service, but once they have the basic service they can choose an ethnic service, like one of their services, be it TLN or ECG.

829 You know, we think all those proposals are totally outside the wholesale code. Offside certainly Let’s Talk TV, not necessarily all of them off the wholesale, but Offside, the Let’s Talk TV philosophy because we would be -- you know, it would actually move right into the prohibitions in the wholesale code. So that is actually what they’re asking for.

830 I can tell you that we carry all of TLN services. They are popular with our customers. There are seven of them. I think we carry most of ECG, if not all their services too. They are all part of the 182 that we carry.

831 So I'm not aware of any reasons why we would be doing anything but seeking to renew those services as we branch into other markets out west which equally have communities that would want to watch these services. So I don’t think there is an issue there.

832 COMMISSIONER LAFONTAINE: And so the answer is no, that it does not apply to them? Is that what ---

833 MS. DINSMORE: No, it doesn't apply to them. The existing safeguards are robust and are working.


835 So in closing on this section I will give you the opportunity to respond to how this commitment responds to the objective of ensuring diversity of voices in the broadcasting system and in particular ensuring the availability of services that support diversity and inclusion.

836 MS. DINSMORE: Well, with respect to the independent services, I will say again and I will actually give you the actual numbers because I have them here.

837 In terms of the services that we’re carrying today, Rogers carries 46 independent services, Shaw Cable carries 38, and Shaw Direct carries 47.

838 What we’re offering or what we’re providing in this proposal is a commitment to carry a minimum as a floor of 40 services. So I don’t think post-merger things are going to be much different than they are today. That’s the commitment. And I think at four and a half times the 1:1 linkage rule, it is going to get us well on our way to ensuring diversity in the system and ensuring that these independent programmers are continued to be carried.


840 MR. WOODHEAD: Commissioner, if I could just add there. We are extremely excited about this opportunity. And in our own systems today, there's a great deal of diversity and inclusion, and we're dedicated to it.

841 And with the addition of Shaw's systems, there is a different diversity and inclusion profile in BC, you know, Alberta, Saskatchewan, and Manitoba. And we're excited about that too. And this is an opportunity for us through some of the guarantees we have made to actually, we think, make headway. And I'll leave it there but -- and let you move on.


843 So I turn now to matters related to Corus and Rogers.

844 As you know, intervenors have expressed concern about the degree of influence that may persist between SFLT and by extension, Corus, and Rogers, following the closing of the transaction.

845 And as I mentioned, I appreciate that we have already had some exchanges on this, but I would like to run -- continue that conversation.

846 Corus has stated in its intervention that Corus and Rogers will continue negotiating the terms of Rogers carriage of Corus services and other commercial matters at arms' length, following this transaction, and Rogers has made similar statements in its submissions.

847 Nevertheless, a number of intervenors in this proceeding have raised concerns about the potential for preferential treatment after closing, particularly in light of the fact that members of the Shaw family will have representation on the Rogers board.

848 How can you reassure the Commission, distributors, programming services, and Canadians, that both parties, that is, Rogers and Corus, will negotiate reasonable rates, terms, and conditions with each other and with others?

849 MR. WOODHEAD: Let me start, and I may pass it to Lisa and Peter.

850 But neither Rogers nor the Rogers control trust owns any shares of Corus or has any Board or management representation at Corus. It cannot control or exert material, management, or material influence over Corus.

851 The Shaw Family Living Trust and those two nominees cannot control or exert material influence over Rogers.

852 I would say that in the normal course for carriage and affiliation, negotiations, to rise to the level of the Board would be unheard of. They simply don’t rise to the threshold for Board review.

853 But so to the extent that that gives you some context, perhaps I'll turn it over to Lisa and Peter.

854 MS. DAMIANI: Thanks, Ted.

855 As Ted mentioned, affiliation agreements are part of our ordinary course of business, so don’t make it to the Board. As a result, it's not possible that the nominees from a family trust would influence the terms of the affiliation agreement.

856 In the case that something related to Corus did make its way to the Board of Rogers, there are robust conflict of interest provisions found in corporate law and in our articles that we would comply with. These require directors to disclose conflicts of interest and require them to recuse themselves from those decisions.

857 So in the event any matter relating to Corus did make its way to the Board, Mr. Shaw and the other nominee from the Shaw Family Living Trust would not participate in that decision, and therefore, could not influence its outcome.

858 COMMISSIONER LAFONTAINE: Thank you. Did you want to add something, Mr. Woodhead?

859 MR. WOODHEAD: Well, it's just to kind of conclude. The Corus licensees remain independent from Rogers. Rogers will continue to enter into contractual relationships and arrangements with Corus licensees and other programmers on reasonable commercial terms, including carriage packaging and retailing.

860 And there is no incentive or ability for Rogers or Corus licensees to confer an undue preference on one another. And thank you.


862 I'm going to ask the following questions so that we have them on the public record.

863 What specific assurances or safeguards would you propose to ensure that 1) Corus will not be duly advantaged in its dealings with Rogers, going forward, and vice versa; 2) -- and I can come back to them if you like -- Rogers and Corus will not act as a single entity when it works in their favour; and 3) Rogers will not deprive either directly or indirectly other BDUs or industry participants of Corus' content?

864 MR. WOODHEAD: Excuse me, I missed some part of the last one there.

865 COMMISSIONER LAFONTAINE: Just the last one?

866 Rogers will not deprive, either directly or indirectly, other BDUs or industry participants of Corus' content.

867 MR. WOODHEAD: And you wish to know what safeguards we would put in place?

868 COMMISSIONER LAFONTAINE: Any assurances or safeguards that you can provide.

869 MR. WOODHEAD: We -- you can -- I'm wiling to give you an assurance that all three of those things will not occur or what they're meant to address will not occur. And we're willing to accept as a condition of approval that that assurance be part of your reasons for approving it, hopefully.


871 Just one moment.

872 So I'm going to read this question as well for the public record.

873 So how does this assurance address the concerns of intervenors that the effectiveness of current safeguards is limited -- this was their submission -- due in part to the fact that they require the filing of complaints, a mechanism that can be detrimental to business relationships with Rogers?

874 MR. WOODHEAD: The assertion is that by -- that because they would be required to complain, that somehow, we could engage in repercussions or something against them?

875 I don’t believe that that -- I believe that these services, to the extent that we would have any incentive or ability to do that -- which I don’t agree with -- that the filing of a complaint as owners, I mean, it would follow the normal rules of procedure, that they would make a complaint, we would answer, and to the extent that the Commission found us offside of a rule or regulation, we would be instructed to do otherwise or that would be remedied.

876 But I don’t believe that there's any other assurance or safeguard I can give.


878 Can you please comment on the proposals by certain intervenors with regards to the Rogers and Corus relationship post-closing, should the application be approved, again, because they expressed concerns about this? Some -- one intervenor recommended that all agreements between Corus and Rogers be filed with the Commission, not just affiliation agreements.

879 Other intervenors recommended that the Commission monitor closely the relationship.

880 I'm wondering if you can comment on these proposals?

881 MR. WOODHEAD: My understanding is we already have to file affiliation agreements so the Commission has visibility into those.

882 And you know, to borrow an expression, if there is a canary in the coal mine, it's an affiliation agreement that Commission staff is entirely capable of determining whether or not there is a rate or some other term that is inappropriate. So I don’t believe that is necessary.

883 In terms of some omnibus requirement to file agreements that I don’t even know whether they exist or not, but to the extent that they do have things to do with -- or about other matters not related to anything that I think they would be concerned about, then I’m a bit reluctant to agree to it.


885 I’m going to turn to the issue of Corus being treated as an independent broadcaster post-closing and the issues that were raised on the public record. A number of intervenors have submitted that Corus should not be considered an independent broadcaster because they’re concerned that this will have a negative impact on the distribution of independent programming services.

886 Now, I appreciate our exchange, Ms. Dinsmore, about Rogers’ proposals for the minimum 40. Is that -- is that your proposal in terms of addressing entirely the issue of Corus being treated as an independent service?

887 MS. DINSMORE: I think it completely deals with the problem, because the problem, as articulated, was that Corus would be the one that -- be the -- the Corus services, we would use them for the 1:1 match to the disadvantage of the other independents who are non-Corus owned. So I think that I -- I’m quite convinced that out proposal addresses that.

888 COMMISSIONER LAFONTAINE: So for the purposes of the carriage rule, Corus would be considered an independent service, generally speaking, within the Canadian Broadcasting System. But for the purposes of Rogers, for three years post-closing, Corus would not be treated as an independent service; it would be the other 40 ---

889 MS. DINSMORE: Yes.

890 COMMISSIONER LAFONTAINE: Right, okay. Thank you very much. I’m just going to make sure -- give me a moment, please.

891 Excuse me. I’m just going to look to legal. I think I’ve covered all of the Corus questions on the 1:1, given Ms. Dinsmore response. But I’ll proceed with the certified independent production funds, and if there’s anything else.

892 So I will turn to the final section, which is the certified independent production funds, to conclude. And this is -- my line of questions relates to Rogers’ commitment to the independent production funds post-closing, not as part of a tangible benefits package. That will come later.

893 There were a number of intervenors who have expressed concerns about continued commitment to the Shaw Rocket Fund. I note that on pages 21 and 22, Rogers has -- you know, you’ve made reference to the commitment to the Shaw Rocket Fund. I’m wondering if you could elaborate a bit more on what this commitment would be post-closing, how long the commitment would last for, and what the strategy would be.

894 MR. WOODHEAD: Of course, Commissioner.

895 Robin, do you want to address that?

896 MS. MIRSKY: Thank you very much.

897 So, as we said in our application, we intend to continue to fund the Shaw Rocket Fund and the Rogers Documentary and Cable Network fund. It’s our intention to split the relevant cable revenues on a 50/50 basis between the Shaw Rocket Fund and the Rogers Documentary and Cable Network Funds.

898 COMMISSIONER LAFONTAINE: And do you have a sense of how long in the future that would be part of your plan?

899 MS. MIRSKY: Well, certainly for the immediate future, I don’t see any issue. We would continue on a 50/50 basis. What we would like in the future would be flexibility, taking into account the fact that CMF is doing a full review of their program and that there will be a Broadcast Act review. We’d like flexibility so that we could remain responsive to the needs of the industry should they change. But it is our intention to fund Shaw Rocket Fund indefinitely.


901 COMMISSIONER LAFONTAINE: Could I ask you to provide an undertaking to turn your minds to whether there is a specific period of time at a minimum that you would -- that Rogers would be committed to contributing to the Shaw Rocket Fund?

902 MS. MIRSKY: Sure.


904 MR. WOODHEAD: And we’ll provide a response to that by November 29th.

905 COMMISSIONER LAFONTAINE: Now, with this strategy of pooling the money and then 50/50, half to the Rogers Group of Funds and the other half to the Shaw Rocket Fund, what I wonder about is, does this result in a smaller portion of the allowable CIPF monies from the five percent that would be directed to the Shaw Rocket Fund?

906 MS. MIRSKY: Yes, so the 50/50 split would result in about a million or a $1.2M going to the Rogers Documentary and Cable Network Fund. And we are splitting it 50/50 just because we think it’s equitable; it’s fair; the same amount of money will be spent with independent production, you know, across various genres of programming and across different independent producers. So the pot of money is changing is not changing; it’s just the allocation.

907 COMMISSIONER LAFONTAINE: And do the Rogers funds support children’s programming at all?

908 MS. MIRSKY: So we have two funds, the Rogers Documentary Fund and the Rogers Cable Network Fund. Children’s programming does qualify for the Rogers Cable Network Fund, so yes.

909 COMMISSIONER LAFONTAINE: Thank you. The Commission notes that there is no existing certified independent production fund that exclusively is devoted to the production of Canadian programming made by underrepresented groups.

910 Now, that said, I do note that the Black Screen Office recently announced the creation of a development fund in partnership with the Rogers Group of Funds and the Canadian Independent Screen Fund to support Canadian Black and people-of-colour content creators to tells their stories.

911 But nonetheless, I’d be interested -- or we’d be interested to hear about whether Rogers has ever considered creating a fund specifically to service diversity groups.

912 MS. MIRSKY: So we have thought it, and we figured the first step in doing that would be to create a development fund so that projects from equity-seeking groups or racialized groups could start developing there own content.

913 So in addition to this -- the BIPOC Fund we created with the Black Screen Office, we also recently announced a million-dollar development fund for the Province of British Colombia for Indigenous creators.

914 So we could start a fund that would fund that programing. The issue is whether or that programming exists in the system now. So in order to fund that programming, broadcasters have to be licensing that programming. So it has to exist in the system.

915 So we felt our first step to creating a more equitable fund would be to start developing those projects and get them in the system. So we -- as I said, we have the Black Screen Office Fund, the Indigenous Production Fund. We also have another development fund that we partner with Creative BC on, and that project is largely also focused on racialized groups.

916 COMMISSIONER LAFONTAINE: Thank you. Can you please comment on how Rogers can use this transaction to better support the creation of content that reflects the multicultural and multiracial nature of Canadian society?

917 MS. MIRSKY: I’m sorry. Can you just repeat that? I’m sorry.

918 COMMISSIONER LAFONTAINE: Can you please comment on how Rogers can use this transaction to better support the creation of content that reflects the multicultural and multiracial nature of Canadian society?

919 MS. MIRSKY: So I think we’ve already done that to a great degree. A lot of the content that we fund is multicultural in nature is produced by producers by colour or Indigenous creators. We’ve done tons of programming that are reflective of this.

920 I think we could certainly focus more on underserved or racialized in our programming decisions. Right now, we are tracking production teams and the level of diversity in those teams. It doesn’t affect our decision-making yet at this point. We’re just tracking it to see, really, who’s applying.

921 It could affect our decision-making in the future, but due to the nature of the programs that we fund, which are primarily documentary, there are a lot of underserved groups who access documentary funding and make documentaries in the country. So our track record is actually pretty good.

922 COMMISSIONER LAFONTAINE: And so is it fair to say that it’s your intention to, at a minimum, continue what you’re doing and to build on that?

923 MS. MIRSKY: Absolutely.

924 COMMISSIONER LAFONTAINE: Thank you very much.

925 Thank you, Mr. Chair. Those are all of my questions.

926 THE CHAIRPERSON: Thank you, Commissioner Lafontaine. I think this would be a good time to take the -- I would say afternoon break, but I guess it’s become an evening break. We’ll take 15 minutes, return at 5:30.

--- Upon recessing at 5:14 p.m.

--- L’audience est suspendue à 17h14

--- Upon resuming at 5:36 p.m./

--- L'audience est reprise à 17h36

927 THE CHAIRPERSON: We'll resume.

928 I'll turn the microphone over to Commissioner Anderson. Please go ahead.


930 First, I just wanted a question of clarification about the 40 channel carriage commitment that we've been talking about just now because it would be really helpful for me to have it clear in my mind for the rest of the week what that commitment entails.

931 And so on the one hand, in the opening submissions this morning, I understand that it was a commitment to distribute 40 independent programming services or 40 channels, independent channels, but then later on in the day it sounded as though it was a commitment to negotiate with 40 different channels. So which of the two -- which of the two is it a commitment for? Is it for negotiation or is it for carriage?

932 MS. DINSMORE: Let me just repeat. We carry, just dealing with Rogers, we carry 46 channels today, and underlying each of those services is an affiliation agreement. So we don't carry any service without an agreement. Those are the terms and conditions that we all agreed to. So the commitment is to 40 channels. Every channel that we carry on the system has to have an affiliation agreement. So it's just a necessary part of getting oneself onto the -- onto the Rogers channel linear lineup is to have an affiliation agreement in place. So that's just a fact of life, but the commitment is to the 40 channels.

933 COMMISSIONER ANDERSON: To distribute 40 channels.

934 MS. DINSMORE: To distribute 40 channels, yes.

935 COMMISSIONER ANDERSON: Okay, thank you for that clarification.

936 And like out of curiosity, what would you say to the numerous interventions that raised concerns about the unequal bargaining power that independent programmers have in negotiations if this transaction were to proceed, specifically with respect to the English market, where the new corporation or the expanded corporation would have a subscriber base of about 50-percent of the subscribers in the English market.

937 MR. WOODHEAD: Sure. The Commission, as I said I think at some point earlier in the hearing, has a comprehensive regime in place to deal with situations where negotiations break down and an agreement can't be reached. So in the event that a programmer felt that they were hard done by, or something like that, and broke off negotiations, they have access to a very long list of -- of things that can happen.

938 One of them is, and always is a prerequisite, is a staff-assisted mediation. If that fails, they have a FOA, Final Offer Arbitration. The Commission has the Wholesale Code, which includes a series of factors that -- by which the Commission assesses fair market value. And there are associated other rules that constrain a distributor -- a distributor's ability to engage in that kind of behaviour.

939 So you know, I -- indeed, as I said, and I'm freely willing to admit, we are becoming bigger in aggregate, but there are ample protections in place to protect against that concern.

940 COMMISSIONER ANDERSON: Thank you. Thank you for that.

941 Okay, I'm going to be questioning you on some lines of question that relate to the impact of the proposed transaction on consumers, and then I'm going to talk a little bit about accessibility of programming, and then finally, I'm going to wrap up by talking about diversity and inclusion.

942 So I'm just going to jump right into it. Will Shaw customers be impacted when migrating over to Rogers? If so, how?

943 MR. BRUNO: So the intent is to make sure that Shaw customers are impacted in a very positive way if they migrate over to a service that's better than the one that they have, and that the process itself is seamless. So I think there are going to be a couple of things that we'll do upfront just to make sure everybody's clear.

944 All existing contracts will be honoured. You know, they -- Shaw has contracts that are in place, those contracts will be honoured. Those contracts come with a certain set of programming. That programming will be kept consistent for the life of those contracts.

945 When the Shaw customers are available to migrate, they'll be presented with a number of different options. As Pam has stated and others, we intend to have even greater flexible packages and offerings in the market. So they'll be given plenty of choices, we'll give them incentives to migrate, and we'll make sure that that migration process is seamless and smooth because we want those customers to migrate.

946 Ignite TV is our best foot forward, it's our best way to keep consumers satisfied in the Canadian Broadcast System, so it's on us to make sure that that migration is seamless. In the event that it isn't, Rogers has three levels of support to catch anybody that falls through. We've got Customer Escalation teams that can pick up anybody that's dissatisfied. There is a second level of escalation beyond them, to team managers; and there's a third level of escalation beyond them to Office of the President.

947 So we also believe that within the migration process, Rogers will have sufficient safety nets for all customers as they migrate.

948 COMMISSIONER ANDERSON: Thank you. And can you briefly describe what these positions entail, or what kind of duties say the Customer Escalation Team would be performing?

949 MR. BRUNO: So it appears to me that we maybe should have brought somebody from our Customer Care Team to this proceeding. However, what I -- what I can say is when you call Rogers or if you chat with us, we have an entire Customer Care Team. That customer care organisation does nothing but take care of our customers if they call in for a billing change, if they call for a repair, if they would call in for technical support.

950 So inside that organisation we have Customer Escalation teams. They are designed and they are trained to work with customers who having problems. So we have specialists who can address billing issues, we have specialists who can address technical issues. So if somebody calls in or if somebody chats or somebody comes in online, we make sure that we've got those Customer Escalation teams, and they are the first line that any customer will talk to if you picked up the phone or started a chat with Rogers.

951 Beyond them, are a set of team managers. So each of these Customer Escalation teams has a team manager. If they can't solve the problem or if the customer isn't satisfied with the answer that they're getting from a member of the frontline team they can go to the team manager, who manages the Customer Escalation teams.

952 If that fails, for customers that have -- are facing extraordinary circumstances or we have just simply failed to get resolution, it goes to the Office of the President, which is a highly specialised team of folks that do all the things that would be done in a Customer Escalation Team, except at an extra level of competence. They've got extra degrees of latitude in terms of settlements and other provisions they can give the customer, and they have extra levels of expertise that they have access to.

953 COMMISSIONER ANDERSON: Thank you for that answer.

954 Next, I was wondering if a customer has existing accommodations in place with Shaw, do you anticipate that Rogers will continue to honour those accommodations?

955 MR. BRUNO: Yes.

956 COMMISSIONER ANDERSON: That was brief. Thank you.

957 And ---

958 MR. BRUNO: That's the only time all night.


960 COMMISSIONER ANDERSON: Would you be able to describe in part what some of the accommodations may be?

961 MR. BRUNO: Well, I think it's going to -- I mean, there's -- there's a whole range of accommodations that exist, and quite honestly, we haven't gone to the level of detail, at least in my perspective, from the Shaw merger to understand exactly, precisely what accommodations they provide. There are teams that are looking at this, and what I can say is although I don't have the specifics, I can tell you the intent is to make sure that any accommodations offered by Shaw are offered by Rogers and supported by Rogers.

962 MR. KOVACS: I would just add in terms of support for customers that have disability needs, both Rogers and Shaw have a robust series of supports in place, both for our legacy and our Ignite and IPTV platforms. You know, we share the Commission's objective of improving accessibility to the broadcasting system, and we've been -- we've been doing this for many decades in terms of finding mechanisms to make it that much easy -- much more easily accessible. The fact that no organisation or individual filed comments in an intervention concerning this just demonstrates the breadth of supports that we've put in place, and I think it really does truly meet the needs.

963 So while both our legacy and our IPTV platforms have a broad range of supports and a consistent set of supports, the IPTV platform for both Ignite and for BlueCurve include a number of enhancements which actually are, if not industry-leading, world-leading in terms of providing consumers with visual, hearing or fine motor skill impairments with the ability to navigate through the broadcasting system and use our set top box independently. And they include the voice remote which we have talked about before which enables you to search and to change channels and volume.

964 But equally we have what is known as a voice guide which when enabled it actually talks through what is presented on the screen in terms of the menu options. And that is what is a real game changer in terms of navigation.

965 So when we combine our efforts to accelerate the migration of customers to IPTV, that combined with Connected for Success, which we do intend to roll out throughout all the Shaw serving areas -- our desire is really to get consumers to this platform as fast as possible to take advantage of these accommodations.

966 COMMISSIONER ANDERSON: Thank you. So I’m going to jump around a little bit because you just mentioned Connected for Success being applicable to all Shaw serving areas. Does that include Shaw Direct’s service areas? And namely, will you be including the territories in this wonderful program?

967 MR. PREVOST: Only to the extent that we’ve got other facilities in Shaw Direct’s serving area, meaning it needs to happen across the classic terrestrial network or across our wireless and fixed wireless. So to the extent that they overlap, yes. But it is not going to be carried over the satellite signal so it won’t apply if uniquely the only service available there is the Shaw Satellite service, until we expand into it; that’s the idea.

968 COMMISSIONER ANDERSON: Okay. So just for the certainty, the territories would be deprived of this program?

969 MR. PREVOST: They would, unfortunately, unless ---


971 MR. PREVOST: --- we have a broader footprint up there.

972 COMMISSIONER ANDERSON: Yeah, I understand that. Thank you.

973 And then I guess, speaking about accessibility, that word can bring up a number of different meanings. And I realize that much of the discussion has focused on the evolution of broadcasting to IPTV and it is on the record from an intervenor that there is a concern that some marginalized groups might not have the same kind of access to internet that other groups do. And specifically I was thinking about the ethnic groups channel submission.

974 Do you have any comments on that?

975 MR. WOODHEAD: If any marginalized group is within our network footprint and they are a customer, they would have access to all of the functionalities that we have including the previous question, Commissioner, about access to low cost internet if they were one of the eligible groups.

976 COMMISSIONER ANDERSON: Okay. I think that the comment was directed towards recent immigrants in particular often don’t have broadband or affordable broadband that they can afford. And so if the focus is on IP{TV, is there a potential that that would disadvantage some groups that generally are underserved specifically with connectivity?

977 MR. PREVOST: We actually just expanded the definition. So Connected for Success is a combination of packages, internet plus TV, and also eligibility criteria. And one of the new eligibility criteria includes recent immigrants who are part of a refugee resettlement. So we have actually just expanded it.

978 COMMISSIONER ANDERSON: Wonderful. Thank you.

979 So I note that you have indicated that there will be non-bundled cable TV packages that will remain available to consumers. Can you please discuss the circumstances, if any, which would make Rogers stop offering TV only packages?

980 MR. WOODHEAD: We are required to offer TV-only packages on Legacy on Rogers too. If we were to ever decommission Legacy and offer Ignite only, we would offer it and you know, we have this basic package today that the Commission regulates for $25. But we would have a TYV-only Ignite product.


982 MR. WOODHEAD: TV-only Ignite product.

983 COMMISSIONER ANDERSON: Oh, TV only, okay. Thank you.

984 I note or I understand that information about the non-bundled cable television packages is somewhat difficult to find on your website. Can you discuss whether difficulty in obtaining information on these products would discourage consumers from subscribing to these products?

985 MR. WOODHEAD: You might ask Peter to address that one.

986 MR. KOVACS: Yeah. In compliance with both the TBSB code and the best practices, I think on the TBSB code there is one provision about ensuring that consumers are aware of both the availability and composition of the small basic package. So we actually promote it in two spots. We have it on -- in our Ignite TV web page which is the main landing page for any information about TV. There is a link that directs customers to basic TV.

987 And if they go into the bundles page, there is equally a link that says “only interested in basic TV”, and that link also goes to the same web page. And it’s a very detailed web page explaining the $25 price point, all of the specific channels that are included, and the fact that customers can add on to that subscription by taking either discretionary YTV services on a standalone basis or in theme packs.

988 And right below that is the table with the various combinations and permutations of packaging that is available as an add-on. So it’s -- we don’t hide this information whatsoever. It’s front and centre.

989 COMMISSIONER ANDERSON: So with respect to TV-only options, would you -- do you have any plans to improve the discoverability of TV-only packages or in your view is it sufficient, discoverable?

990 MR. WOODHEAD: Just to your question, I just did it. And I think we’re -- I hit starter -- search starter and it came right up. So I think we’re good. It’s essentially a one click discoverability.

991 MR. KOVACS: And I would just add that beyond the website when customers are self shopping, or self-fulfilling their subscriptions, equally our frontline staff have positioning to explain to customers that it is an option that is available with the add-on options. So no matter which way customers come to us, they have the information presented to them if that is something they are truly interested in.


993 I believe we were discussing the best practices as set out in the 2016-458 policy decision. And some of those best practices include providing customers with a variety of methods to manager their television services and not penalizing customers who switch to lower-priced packages.

994 With respect to these best practices, do you foresee any challenges in respecting the best practices regardless of whether a Shaw customer chooses to migrate to a Rogers branded IPTV platform such as Ignite TV or to any other Rogers branded platform?

995 MR. WOODHEAD: No, I don’t. We comply with all of the best practices today and we would continue to do so. They are a regulatory requirement.


997 I am going to move on to Shaw Direct Services and particularly your comment that Shaw Direct will continue to ensure that consumers, particularly in rural and remote areas such as the far north, have access to a level of choice in programming services that is consistent with that received by consumers in urban areas.

998 So in this regard, can you clarify what you mean by “the far north”?

999 MR. WOODHEAD: Not exactly. Within the footprint of a Shaw Direct today, I don’t mean Edmonton. I mean, to the extent that it’s available ion the territories, that is the footprint of those satellites and we would continue to offer services in those areas.

1000 COMMISSIONER ANDERSON: Thank you. And still speaking of the far north, in light of the fact that you have declined to agree to a rate freeze for Shaw Direct, do you see that this transaction would benefit consumers in the north? If so, how?

1001 MR. WOODHEAD: It benefits consumers in the north the same way it does today. It provides TV services to people in a competitive environment with Bell Satellite.

1002 We offer competitive pricing, competitive packages, and a great set of content, or Shaw Direct does. And that -- we're buying this business and we are buying it to run it and do the best we can by our customers and make it a good business.

1003 So I think that’s the commitment we can make to consumers, that we will continue to respond to their demands in the marketplace.


1005 How will service to rural and remote areas be enhanced?

1006 MR. WOODHEAD: Well, I can maybe pass this off to Dean, but one of the very exciting parts of this -- of the package that we're offering here is as a net new commitment of $1 billion in BC and the western provinces to expand service into rural and remote and Indigenous, to the extent that these areas are considered remote, and to Indigenous areas.

1007 That net new $1 billion commitment will bring not only cable television to areas that perhaps don’t have it today, but are underserved because they are possibly only served by one competitor. Two competitors is better than one competitor. Some service is better than no service.

1008 And because these services that we offer to -- at the -- on the terrestrial level are offered over one facility, you will get cable on the IPTV platform, and you will get broadband internet as well.


1010 And I note that we're not talking about broadband internet, but in your submissions, there was a discussion about providing services to Indigenous communities. And I believe that you had also contemplated allowing Indigenous communities to take part in ownership; is that right?

1011 MR. PREVOST: We have indeed, Commissioner. So part of the model that Ted just talked through, which is the billion dollars spent, probably adds 100 to 150,000 households over hundreds of communities in that span.

1012 The idea is that within that, there may be Indigenous communities who want to own more of the infrastructure than they typically have, more than we have typically honestly historically allowed for.

1013 And the idea is that we're open to a model where they could own -- as we have done a few times in pilot in BC -- own the tower, for example, or the physical infrastructure, and we're providing services over it.

1014 So we envision a way -- and have actually bought a company that will assist with this -- that the local community can describe the role they want to play. Do they want to be in a sales role, a service role? Do they want to own physical infrastructure that we lease back and create economic benefit for the community? And all of the above, hoping to create employment as well.

1015 So it's a lot more than just bringing services to the community. We're hoping to bring actually aspects of the business and the employment that comes with it.

1016 COMMISSIONER ANDERSON: Okay. And would the same ring true for broadcasting assets and broadcasting infrastructure, or are you predominately talking about broadband internet deployment?

1017 MR. PREVOST: This is really more about broadband internet and connectivity deployment.

1018 MR. WOODHEAD: But it would come to the extent that these are, you know, fibre facilities. You know, it's as I said, I think it needs -- it bears repeating. It's one facility that offers two types of services. Yes, broadband is one of them, and I know we're not talking about that, but cable TV, we are talking about, and it includes that as well.

1019 COMMISSIONER ANDERSON: So the commitment to work with Indigenous communities, to contemplate joint management or joint ownership would also apply to broadcasting services?

1020 MR. WOODHEAD: No, I don’t believe so. It would apply just to those broadband services. Sorry if I misunderstood your question.

1021 COMMISSIONER ANDERSON: No, that’s great. I just wanted clarification for the record. Okay. Thank you.

1022 MR. KOVACS: But I -- sorry, just to add to that, I think, going back to our commitment on the community programming side, and equally with local news and involving Indigenous communities directly by hiring community ambassadors and engaging with them to be more -- you know, to engage and empower them to actually be directly participating in the broadcasting system through these venues is going to be there, and it's going to extend out to all these further remote and rural communities that we extend to.

1023 COMMISSIONER ANDERSON: Thank you very much.

1024 How are service calls currently dealt with in rural and remote areas?

1025 MR. PREVOST: Well, it's a -- we have a combination of technicians. They typically roll in a truck, as you would imagine. And I'm thinking of a physical service call, if that’s what you're thinking about.

1026 So it's done, a combination of our own technicians and we also have third parties that work for us who will be, you know, Rogers certified, who will show up trained and ready to do the work. They're branded as Rogers employees, but they may be employed by another organization that we bring on. Think of it classically as swing capacity that gives us the ability to bring in more or less folks, depending on how busy we are in a particular area.

1027 COMMISSIONER ANDERSON: Do you have any kind of policy or commitment to try to do these third-party working relationships with Indigenous organizations or organizations that have a lot of under-represented or marginalized groups?

1028 MR. PREVOST: We do. And so part of our general inclusion and diversity effort includes this aspect of our business. But I might go back to my earlier answer, which is that’s one of the ways in which we hope to partnership with Indigenous communities, is that to the extent that they want to play the role of a field service technician in the way that we think about it, we're very open to that, and we provide the training, the tools, to do so.

1029 COMMISSIONER ANDERSON: That sounds like an excellent opportunity.

1030 Going back to the service calls, how long does it typically take to make a physical service call in a remote community?

1031 MR. PREVOST: That’s a really difficult one. It really depends on how far they are from where folks are stationed. On average, most calls are dealt with in under four hours. But in more remote areas, and depending on the nature of the issue, it could take longer than that.

1032 COMMISSIONER ANDERSON: And so do you see this transaction as ameliorating the response time to service calls?

1033 MR. PREVOST: Well, I think the answer is yes, and I'll describe why.

1034 In combination, as we come together, our expectation is it will add over 3,000 people in the west, so we will have a lot more people available on top of a much bigger network, covering a much larger area than we had historically. So over time, I think we would be absolutely lowering the service time, frankly, by pressing out the network more substantially.

1035 MR. BRUNO: And Dean, if I could just add to that?

1036 The other thing is, given the nature of the technology that we're deploying, it also becomes increasingly self-serve.

1037 So with IPTV today, 80 percent of our installs are self-installed. We actually give our technicians and those customer teams that I talked about the equivalent of FaceTime for service, so that now, a lot of our troubleshooting can actually be done with the customer. They download the app, they can show the problem. So we're beginning to get resolutions that can take place remotely in minutes rather than ever having to roll a truck.

1038 The other piece is, we have so much information coming in from the IPTV system that we can deploy things like virtual assistants, and today, in the east, our Anna virtual assistant actually handles 52 percent of calls that don’t even need to get made to the call centre.

1039 So not only do we anticipate having more people and better service times, we actually anticipate having better service and more means to resolve issues.

1040 MR. KOVACS: And sorry, I'll just add one thing. It kind of loops back to your accommodation question on the question of service calls. We have this service on the wireless side called Pro On-the-Go, which enables -- we have specialized techs that go and help bring phones to customers and help them set things up.

1041 And our intention in 2022 is to broaden that out to the connected home space as well, so where customers who may have accessibility needs, specifically -- I know this is beyond the remote and rural question -- but it kind of is just expanding the accommodation that much more.

1042 COMMISSIONER ANDERSON: Thank you very much.

1043 And pardon my ignorance, but is there a fee for service calls? Is there a cost to doing service calls?

1044 MR. PREVOST: For repair, absolutely not. Obviously, that’s on us if there's an issue with the service.

1045 If someone wants an install, depending on the level of install, and if they're capable of doing it themselves or we could have them do it themselves, there might be a fee. It's relatively modest. But it's not in every situation, and there's more complicated installs, we will send a truck with no cost to them to handle it.

1046 COMMISSIONER ANDERSON: Okay, thank you.

1047 And so do you think that as a result of this proposed transaction that the affordability of service calls will be enhanced?

1048 MR. PREVOST: I will take us back to the Connected for Success Program. One of the elements is not just low cost broadband, but there are no fees, including install; no data overage, no credit checks, no caps, no fees whatsoever. So we've removed it entirely from anyone who's eligible to get it at the price we quote, which is 70 to 90-percent off our market rate.

1049 MR. WOODHEAD: I would also point out, Commissioner, again, as part of the expanded service, as we move out, as we invest and move out, you know, when shield time on service calls should go down, as Dean noted, there will be more resources for that, and I think that will, to some degree, ameliorate some of that.

1050 COMMISSIONER ANDERSON: And then like you said, partnerships with local enterprises or community organisations ---

1051 MR. WOODHEAD: Absolutely. Absolutely.

1052 COMMISSIONER ANDERSON: --- would also be a pivotal ---

1053 MR. WOODHEAD: You know, there are examples, and you may not remember some of this stuff as I do, but there were programs under the regulatory supervision of the Commission where we -- a variety of companies partnered with Indigenous groups and other groups to actually install and build the infrastructure to provide services into those communities. And some of the kinds of models that Dean alluded to, where, you know, "You build it, we lease it back." "We build it, you lease it." "You run it, you take a", you know, "whatever fee for it." You know, "You learn how to install it, we don't do that anymore." We're running it back into the system", and that kind of stuff. There's a million ways you can slice and dice this, and I think these are opportunities, and exciting opportunities that this transaction brings to this, and it's exactly these kinds of innovative partnerships that we'd be looking to use.

1054 COMMISSIONER ANDERSON: Thank you for that response.

1055 I'm going to move on a little bit and ask about the transition period if we go ahead with this proposed transaction.

1056 So I understand that you intend to not make any changes to the broadcasting services offered by Shaw's BDUs, and you indicate that Shaw customers will maintain their current subscriptions for the duration of their fixed term contracts.

1057 Are you able to provide any details on how many customers, Shaw customers have a fixed term contract?

1058 MR. BRUNO: No. Basically, based on the -- we're not allowed to see that data yet, so we do not know.

1059 COMMISSIONER ANDERSON: And so would Shaw be in a position to provide that information to us as an undertaking with confidentiality provisions if needed.

1060 MR. SHAIKH: We would take that undertaking, yes.


1062 MR. SHAIKH: And of course, it would be with a request for confidentiality.

1063 COMMISSIONER ANDERSON: Yes. Okay, I understand. And then for clarity, I think that we were discussing November 29th? Okay.

1064 MR. SHAIKH: Yes.


1066 COMMISSIONER ANDERSON: And would you be able to provide information on how long the contracts are typically as well? Yeah?

1067 MR. SHAIKH: Yes.



1070 COMMISSIONER ANDERSON: And would you be able to provide information on where the customers are located? Are they in specific regions or a service area?

1071 MR. SHAIKH: That may be more challenging by November 29th, but we'll make best efforts to answer the spirit of the question.

1072 COMMISSIONER ANDERSON: Great. We would appreciate those efforts.


1074 COMMISSIONER ANDERSON: Will customers be able to benefit from the same customer service and technical support that they currently have with Shaw during the transition period?

1075 MR. WOODHEAD: I'm reminded of something that Edward said to us earlier this morning. One of the particular -- the answer is yes, and one of the particular added benefits of this is that most of Shaw's customer service is resident and domestic to Canada. A hundred percent of Rogers is domestic to Canada. That's a major -- of major assistance to us and is a differentiator with our competitors. So I think consumers can be guaranteed of an excellent experience with us in the -- in the new company.

1076 COMMISSIONER ANDERSON: Thank you. And so you don't anticipate having any difficulties with respect to taking on the newly acquired BDUs in Shaw Direct in terms of adherence to save a Wholesale Code or the Television Service Provider Code or the requirements to be a participant in the CCTS?

1077 MR. WOODHEAD: None whatsoever.

1078 COMMISSIONER ANDERSON: Thank you. Do you foresee any challenges in respecting the Television Service Provider Code during the migration of Shaw customers?

1079 MR. WOODHEAD: No, we do not. We both comply with it today, and we'll comply with it afterwards.

1080 COMMISSIONER ANDERSON: Thank you. Would you, Rogers, be open to committing to an expectation that it maintains Shaw TV only offerings for terrestrial or satellite services at existing standalone rates for at least three years following the close of the transaction?

1081 MR. WOODHEAD: Sorry, could you repeat that question? It had a couple of parts I think.

1082 COMMISSIONER ANDERSON: Okay, and apologies. Would you be open to committing to an expectation that you maintain Shaw's TV only offerings for terrestrial or satellite services at the existing rates following the closing of the transaction? It's been proposed that three years might be sufficient, but I also note that ---

1083 MR. WOODHEAD: No, we -- we -- I think we already covered that we're not proposing a rate freeze. The rates are determined by the marketplace. There are underlying costs of providing those, and a three-year rate freeze, we couldn't do that. But you know, the packages and that kind of thing, while they may change, you know, at this point, upon closing, we are here to run these businesses, and you know, what customers can expect on Day 2 and Day 3 will be the same as they have now.

1084 COMMISSIONER ANDERSON: Right. So I understand that you are committed to letting the market play out, but I also just note that you're proposing a transaction that would result in one of the largest market shares being held by one corporation when it comes to BDUs, particularly in the English market.

1085 MR. WOODHEAD: The market share that we would have in any market that we acquire with Shaw it will be the same today as it is -- like we don't serve any of these areas that Shaw is in, we don't compete with each other. So that larger national market share number, with the greatest of respect, despite Bell's gymnastics around that, is irrelevant.

1086 What -- where Shaw serves today, our market share is zero.


1088 MR. WOODHEAD: Where they serve today, their market share is 50-percent, 60-percent, whatever it is, and we will stand in the same shoes as they do.

1089 COMMISSIONER ANDERSON: So maybe I'm thinking more of negotiating power with independent programming service providers. Because it's on the record from numerous intervenors that after the proposed transaction a lot of independent service providers, you're in a position to either make or break some of these independent service providers if they don't get picked up.

1090 MR. WOODHEAD: Right, and the answer that we've given I think on that is that there is a -- there are a raft of protections in place to ensure that wholesale rates are at fair market value, and the Commission staff assists when we can't reach agreements. And all of these agreements get filed with the Commission, and that any kind of activity along that line, which I, you know, do not agree would occur, would be known to the Commission as soon as it -- if we attempted some strategy with that, which we wouldn't, it would immediately become apparent to the Commission.

1091 MR. KOVACS: Sorry. Sorry to interrupt for a second. Just going back to your original question about the availability of TV only packages over the three year period.

1092 Earlier on, we talked about the fact that both Rogers and Shaw do today on our legacy platforms make TV only packages available, basic plus add-ons, and our intent, again, fully honouring any fixed term contracts that exist, where we will maintain those packages and underlying services and respect the full term. We're equally going to be looking to migrate much more fast or much more quickly to IPTV. And really, in markets where we may cease to offer legacy TV, I think Ted had mentioned earlier, and you know, and are solely going to be offering IPTV we will continue to maintain a TV -- or we’ll introduce a TV-only offering on that platform, so customers will have the ability to get a $25 basic service, plus other TV add-ons. And that may take place sooner than within a three-year period.

1093 COMMISSIONER ANDERSON: With respect to accessibility, the Commission is interested in ensuring that the transaction does not result in a diminishing of accessible services currently offered. And I understand after your comments today that that’s your intention as well, to maintain that equal level of accessibility.

1094 But to that end, do your websites currently offer an equal level of accessibility?

1095 MR. WOODHEAD: Yes, I believe that yes, they’re compliant. I’m drawing a blank on the standard, but they are compliant with the ---

1096 MR. PREVOST: W3C Web Content.

1097 MR. WOODHEAD: Yeah, they are compliant with the current accessibility standard.

1098 COMMISSIONER ANDERSON: Okay, thank you. And did Rogers consider the Broadcasting Access Fund as a potential recipient of discretionary tangible benefits flowing from this transaction?

1099 MR. WOODHEAD: It is one of the tangible benefits. However, we believe that -- and this came up earlier today on a number of questions -- that on-screen display and exhibition of content that deals with marginalized groups, and equity-seeking groups, etcetera, was the right way to go here given the Commission’s priorities put around that.

1100 In addition, the Broadcast Participation Fund, the Commission recently indicated that it was going to engage in consultations to -- and I believe some of this was in C-10, whatever happens with that. But the Commission, irrespective of that, indicated it’s going to begin consultations on how to best address any funding shortfalls there in order to address some of the concerns raised by the intervenors in this party who raised it.

1101 And so we felt that was the appropriate set of festivals and -- film festivals and so forth which would benefit from this through the lumpsum payments that were associated with it.

1102 COMMISSIONER ANDERSON: Thank you. I’m going to ask a couple more questions about the Connect for Success. And for the record, can you please confirm what the BDU option is for Connect for Success? That is, what is the incremental price of the BDU package offered, and what does the BDU package offer?

1103 MR. WOODHEAD: Yeah, so the CFS Program comes in four flavours, if you will, as a broadband package. But you can bundle with it TV starting at -- with the starter pack that we talked about earlier, which is the $25 starter basic. And with -- you can add in there the -- an internet package and you’re at $34, or $39. But Dean is up on the details of the ---

1104 MR. PREVOST: M’hm.

1105 MR. WOODHEAD: --- of that plan.

1106 MR. PREVOST: It’s code for saying I’ve found my page, yes. So the basic packages, if we want to do -- do we want to do just internet and BDU, do both?

1107 COMMISSIONER ANDERSON: Focus on BDU, please.

1108 MR. PREVOST: Very good. Okay, so BDU is actually quite straightforward. It’s the starter TV pack that Ted talked about, which is $25, $5 for equipment, exactly like it is everywhere.

1109 We also offer something which is called Flex 20, which is $60 a month, which is -- comes with 60 basic channels and 20 flexible channels on top of that. So quite a bit package. And that one is $60 a month. So it’s additive to the four speeds in the marketplace that are available as well, and those range from $10 to $35 a month on the internet speeds.

1110 MR. BRUNO: And Dean, I think it’s also important to note that those internet speeds range from 25U to 150.

1111 MR. PREVOST: Yes.

1112 MR. BRUNO: Right, so it’s low-cost highspeed internet, and it’s much better than any of our competition offers today.

1113 MR. KOVAKS: And those two add-on packages, starter and Flex 20, equally include the ability to add-on standalone channels and theme packs as well. So there’s many ways to slice and dice your TV need through add-ons.

1114 And just to clarify, sorry, in terms of the price point for a starter, it’s actually a $30 price point. So it’s really $25 for a starter and then, effectively, $5 for the set top box that’s included.

1115 COMMISSIONER ANDERSON: Thank you. Can you confirm the timeframe for this planned program expansion to Shaw’s footprint and when it will occur across the various provinces?

1116 MR. PREVOST: We’re actually looking to be in a position to do it on close. That’s the work we have underway right now, which is when close, CFS will be offered in the west.

1117 COMMISSIONER ANDERSON: Okay. And would Rogers continue to make its Connect for Success Program available to Canadians in the absence of the Federal Government’s Connecting Families Program?

1118 MR. PREVOST: Yes, it’s actually independent of the Connecting Families Program, which is honestly a much more diminished set of offers in the marketplace. CFS is far mor substantial, and the speeds offer the addition of TV and the range of eligibility in which to access it.

1119 MR. WOODHEAD: The CFS Program, Commissioner, actually predates the Connecting Families Program, and Rogers and Shaw were founding members of the Connecting Families Program, along with other providers.

1120 COMMISSIONER ANDERSON: Thank you for that information. I’m going to move on to diversity and inclusion, and I’m just going to ask immediately, so how will this proposed transaction contribute to diversity in the Canadian Broadcasting System?

1121 MR. WOODHEAD: Susan, do you want to take a crack at that?

1122 MS. WHEELER: Sure. So in 2021, we announced an inclusion and diversity strategy that has four pathways. And the first is -- four pathways to action.

1123 The first is to embed inclusion into our employee experience. So by doing that -- an example of that would be we now have mandated unconscious bias training, as an example.

1124 The second path -- and we’re happy to provide you with the full list of our strategy in more detail, but I’ll just hit on the high points and give you a sense of where we’re going.

1125 The second was to broaden our talent pipeline and increase our leadership diversity. So that -- as part of that initiative, we undertook an extensive review of our recruitment and hiring practices to make sure that there aren’t any systemic barriers to being able to attract as wide and diverse employee base as possible.

1126 The third was to partner with communities to foster inclusion and address inequalities. And that, again, was -- I referenced earlier are All-in for Equity Program funding for advertising and marketing initiatives to BIPOC businesses.

1127 And our fourth was to create a customer experience that is reflective of and supports the diverse needs of all Canadians. And that -- the best example of that is our Connected for Success Program.

1128 And so post-transaction, we’ll be able to build on the foundation that we’ve already established and be able to extend that to the western markets, and obviously the employees that will be hired as a result of this transaction.

1129 MR. KOVACS: And -- I’m sorry. Just to add on, the information about those plans, the four pillars, were filed as part of our November 1st Request Information. We filed both the 2020 and 2021 diversity plans, I guess, from Rogers Sports and Media, which I think cover those pillars.

1130 MS. WHEELER: Yes, but this is the Roger-wide initiative, and what we filed on the record was just to Rogers Sports and Media. So we’re happy to provide this additional information for you as well.

1131 COMMISSIONER ANDERSON: Yes, please. That would be great. And for clarity, do you also -- are you speaking about the diversity and inclusion strategy?

1132 MS. WHEELER: That’s correct.

1133 COMMISSIONER ANDERSON: Okay. And I note in that diversity and inclusion strategy, there’s a talk, or there’s a mention from the previous CEO’s message that talks about “measurable goals”, having a strategy grounded in concrete measurable goals. I was wondering if you can explain or elaborate a little bit more on what those measurable goals are. You mentioned increased leadership diversity but, like -- yeah, I’ll just let you answer the question.

1134 MS. WHEELER: Absolutely. As part -- what I might suggest is, as part of our undertaking that outlines the actionable plans that we’re going to deploy, we’d be happy to provide you with a progress report on how we’ve implemented and achieved some of those initiatives already.

1135 COMMISSIONER ANDERSON: Thank you. Do you think that the nature of your programming services changes depending on whether or not you’ve got diversity at the leadership level? Is that potentially -- is there a relationship between diversity at the leadership level and the types of programming services that are offered?

1136 MS. WHEELER: I wouldn’t think that it was the type of programming services that were offered, but certainly the quality and the diversity of the programming that is aired on those services is enhanced through more diverse leadership within the -- particularly within the programming and creative departments of our services.


1138 Okay. And I -- you spoke generally about increased leadership diversity, but do you have a general approach to hiring diverse employees, or is this going to form part of your response in the undertaking?

1139 MS. WHEELER: We will elaborate that -- on that in our undertaking, but certainly we do -- we have set some goals for ourselves as a company, and we also have changed our recruitment practices to make sure that we’re casting as wide a net as possible and making sure that we’re attracting the best talent. And by the best talent, that means a diverse talent base, because I think it is well established that a diverse and inclusive culture makes for the best workforce and the best -- and it is in our corporate interest, as well as in a societal interest.

1140 COMMISSIONER ANDERSON: Great. Thank you.

1141 Did you want to elaborate at all on what your diversity plan is per say? There’s been some general references and some overall pillars, but is there any more details that you can provide about the diversity plan?

1142 MS. WHEELER: Certainly. I’m happy to talk about any of the initiatives within the pillars. But I think what we've already spoken to is, you know, we've made quite a bit of progress and the year’s not even over. We've already launched and fully reviewed our recruitment practices. We've already implemented mandatory training in a number of different areas.

1143 We've created a number of committees that are led by leaders within Rogers’ workforce, and tailored to diverse employee sectors, for example we have an LGBTQ Committee, we have an Indigenous Peoples Network, we have an Asian Partnership Network. These are all committees that are led by leaders within our organization and allow employees to express any kind of feedback or concerns they have about their ability to progress and develop within the organization.

1144 MR. BRUNO: Susan, I’d just add, from an ERG standpoint, those employee resource groups, we engage them today in all sorts of decision-making. From a cable programming standpoint, when we go to program Black History Month, or Pride, Truth and Reconciliation, we engage with those employee resource groups and we co-program together, right? The last thing you would want is a non diverse group trying to provide that type of programming.

1145 So when we launched our Truth and Reconciliation programming for this year, we actually engaged the Indigenous Peoples Network and they were the ones they told us what was appropriate, what we should add. We worked with Patrick Hunter who is an Ojibwe artist to actually do the screen art.

1146 We need to make sure that what we -- if we're going to be successful, what we need to do, the program we need to present has got to be authentic, and I am no more qualified to do authentic Indigenous program, than I am Black, or anything else. So we are leveraging these ERG groups today to trend -- do basically change the way we do business, and we're certainly doing that on the cable side, and I know it's all about that on the RSM side.

1147 COMMISSIONER ANDERSON: Thanks very much.

1148 What kind of training do your customer services representatives receive in order to effectively promote channels that carry content that is pertinent or relevant to multicultural or Canada's diverse community?

1149 MR. BRUNO: So that -- what we do with all of our customer service reps is we make sure they have a very good understanding of our complete portfolio. So there are -- there is extensive training that goes on every single year. In addition to that, we have a whole series of online tools that they can easily access so they can understand exactly what the programming is, where to find it, what it looks like.

1150 We also, not just for our internal employees, but also for our customers, we take all of those capabilities that we have on the platform, and we run campaigns in conjunction with Canadian independent providers. So we've actually run campaigns, I think almost everybody in the IBG, from Blue Ant, to Zoomer, to channel Zero, to Stingray, to Wild Brain, so we have a platform that is designed to promote discovery and awareness. So we do it both for our customers and internally.

1151 COMMISSIONER ANDERSON: Thank you very much. I believe that’s the end of my question -- or of my questions.

1152 THE CHAIRPERSON: Thank you, Commissioner Anderson.

1153 We have one more area of questioning today relating to value of transaction. Commissioner Desmond will lead those questions. I am mindful of the time. We do have a hard stop at 7:00, and so I encourage both we on the Commission side, and you as responders, to just say yes to all of our demands ---


1155 THE CHAIRPERSON: --- and we’ll get through this quickly. Failing that, please try and be specific and quick in your responses, as much as we can, as I would like to free you from your chairs so to speak at the end of the day.

1156 So with that, Commissioner Desmond?

1157 COMMISSIONER DESMOND: So thank you, and I do have three areas to cover this evening. The first relates to the value of the transaction, the second relates to tangible benefits, and then finally I have a few questions with respect to the relationship with CPAC.

1158 So if we can start first with the value of the transaction, certain intervenors, and of course the public record, there's evidence which suggests that the value of the transaction is not necessarily commiserate with the size and the scope of the transaction.

1159 PIAC, for example, has suggested that the value should include the value of the two Shaw terrestrial video on demand services. PIAC has indicated that there is book value associated with those services, that their operating and those services are quite successful, there earning millions in revenue. Another intervenor, the Forum for Research and Policy in Communications has made a similar argument, stating that if we were to include these programming services the tangible benefit would be closer to 23.4 million, which would be an increase of 17.6 million over what has currently been proposed by Rogers.

1160 So to start, I'm wondering if you could share your views with respect to the possibility of including the 2020 revenues for these two on-demand services in the calculation of the value of the transaction?

1161 MR. WOODHEAD: We don’t agree with that, and we don’t believe it’s consistent with Commission precedent. The Commission didn't do it in the BCE-MTS proceeding. It didn’t do it when Rogers bought Aurora Cable, and it did not do it when Rogers bought Mountain Cable.

1162 COMMISSIONER DESMOND: Okay. And I appreciate that there are other precedence that currently exist that would suggest something different, but if the Commission were to add that value to the -- of the two on demand services to the calculation of the transaction, would that impact Rogers’ desire to move forward with completing this transaction?

1163 MR. WOODHEAD: We haven't actually contemplated it, so I can't answer you directly.

1164 But what I can tell you is that these requests, I believe, call into question the stability and predictability as you noted in the Commission's letter of August 6th to PIAC, of the regimes under which this transaction is being assessed. And I think this is more properly something for a policy proceeding if the Commission is going to deviate from past practice and change the rules of the game.

1165 MS. DINSMORE: Can I just add that the licenses aren't being transferred, they are being surrendered prior to close. So that's just the way it's going to work, and so there would be no transfer of license. I think it's important to get that on the record.

1166 COMMISSIONER DESMOND: Okay. And I appreciate that that's your perspective on this particular issue, and I respect that. But recognizing that this is a submission that's been made by one of the intervenors, and it's information that's on the public record, would you be willing to provide an undertaking to provide the revenues for the on-demand services currently operated by Shaw as of November 30th, 2020?

1167 MR. WOODHEAD: This is really, I guess, directed to Shaw, but we do not have the -- like, Rogers has -- doesn’t know that.

1168 COMMISSIONER DESMOND: Okay. So perhaps I will direct that question then to Shaw, if they would be willing to provide that undertaking, in confidence, if necessary?

1169 MR. SHAIKH: Well, I think -- I mean, the question is, would Rogers be willing to revise its evaluation based on that revenue figure? And ---

1170 THE CHAIRPERSON: Well, that might be a follow-on question. Maybe we can do them one at a time.

1171 MR. SHAIKH: Right. And I mean, Shaw actually shares Rogers' view that this would be entirely inconsistent with past precedent and the Commission's policy. So we will take the Commission's lead and Rogers' lead on this question, if required to file on it, but again, it would be sort of on a without prejudice basis, the fact that this is not the way you file policy.

1172 COMMISSIONER DESMOND: And again, I appreciate your view on that, and I appreciate that you have pointed us to previous precedents for consideration, but at this time, would Shaw be willing to make that undertaking?

1173 MR. SHAIKH: I understand if it's Rogers' intention to allow us to provide that data in support of this question, we will undertake to provide the revenue for the same time period during which we provided the DTH pay-per-view revenues.


1175 COMMISSIONER DESMOND: Okay, thank you. Did you want me to repeat the undertaking or is it clear what -- okay.

1176 MR. WOODHEAD: I think we understand what you want, although I would once again object to having to provide this information because we firmly believe that this changes the rules midstream.

1177 COMMISSIONER DESMOND: Okay. And again, we appreciate your perspective on that.

1178 And as a follow-up undertaking, again, just so that the information is on the record, would you be prepared to provide an undertaking and a revised calculation of the value of the transaction, taking into account the revenues from the on-demand services?

1179 MR. WOODHEAD: We will do that, again, under objection.

1180 COMMISSIONER DESMOND: Okay, understood. Thank you very much.


1182 COMMISSIONER DESMOND: So then moving on, if we could, to a conversation about tangible benefits, intervenors have proposed that the value of the two video-on-demand services be added, as we have talked about.

1183 If that was to be added to the value of the services -- or the value of the transaction -- my mistake -- that would increase, in turn, the amount of the resulting tangible benefit package.

1184 So taking into consideration what's on the public record, the viewpoints that have been expressed by intervenors, would you have a view on how those additional tangible benefits could be directed? Would you have any thoughts on where those funds would be allocated?

1185 MR. WOODHEAD: We would bump up the amount, I would think, to the film festivals that we have listed. But again, I say that, having not contemplated that this rule would change.

1186 MS. MAHEUX: Mr. Chairman? I would like to ask an additional question related to the value of the transaction.

1187 THE CHAIRPERSON: Please go ahead, Counsel.

1188 MS. MAHEUX: Okay. So the Commission purpose in determining the value of the transaction is not to value the undertaking to be acquired or answer that the purchase price is reasonable, but rather, to arrive at an appropriate amount on which to calculate tangible benefits, taking into account the public interest and the absence of a competing licensing process.

1189 The Commission seeks to ensure predictability and consistency regardless of the structure of the transaction or the financing of the business.

1190 As indicated in the tangible benefit policy, so CRTC 2014-249, the Commission's current approach to determining the value of the transaction as soon as they can see similarities with -- to value -- to enterprise value, sorry. The value of the transaction include enterprise value calculated with gross debt instead of net debt and then adds other elements such as lease being assume, ancillary agreements such as consulting contract or a non-competition agreement relate to party arrangement and moving step transaction.

1191 It has been reported that Rogers work with -- that Rogers work with Mr. Natale on a fair resignation package and consulting agreement for the Shaw transaction.

1192 So can you please confirm whether Rogers is contracting Mr. Natale's services with respect to the transaction?

1193 MR. WOODHEAD: I am not aware of that. MR. ROGERS: I can just add that the termination arrangements with Mr. Natale are still being worked through.

1194 MS. MAHEUX: Okay. So could you please comment on the possibility that the amount of the consultation fee, if any, paid pursuant to the consultation agreement between Rogers and Mr. Natale with respect to the Shaw transaction will be add to the value of the transaction in accordance with the Commission's approach?

1195 MR. WOODHEAD: Excuse me, Counsel. Assuming there is a consultant's fee, which I believe Edward has answered, it's still being worked through, with his entire severance package, but what does that have to do with the value of this transaction?

1196 Like, that the -- what we were talking about were some VOD licences. We have been talking about DTH pay-per-view licence, et cetera.

1197 How the employment arrangements of Mr. Natale and how his severance package is structured, to me, is not relevant to this.

1198 MS. MAHEUX: In fact, if you hired somebody as a consultant to go through a transaction, it means that it has a value for Rogers to have that agreement in place, to be able to make that transformation and that amalgamation.

1199 So it is the practice of the Commission to calculate consultation fee agreement as part of the value of the transaction.

1200 So if you hire Mr. Natale in order to complete the transaction, it is the Commission approach that we should have the amount of this -- of the consultation agreement as part of the value of the transaction.

1201 MR. WOODHEAD: We will take an undertaking on that.


1203 MS. MAHEUX: Perfect. So the -- I understand that you will provide as an undertaking a revised calculation of the value of the transaction, taking into account the consultation agreement between Rogers and Mr. Natale with respect to the Shaw transaction?

1204 MR. WOODHEAD: If such an agreement exists.

1205 MS. MAHEUX: I understand.

1206 So you will provide us with a confirmation?

1207 MR. WOODHEAD: The 29th, if such an agreement exists, I guess we have to provide you with the valuation. Is that what you're suggesting?

1208 MS. MAHEUX: Thank you.

1209 THE CHAIRPERSON: Thank you.

1210 Ms. Desmond, please go ahead.


1212 So just a moment ago, we were talking about tangible benefits, and what alternative proposals might exist if there was an additional portion of tangible benefits available to be directed.

1213 And I understood your response that you hadn’t turned your mind to how those funds necessarily would be directed, other than that they would go to the projects already identified; is that correct?

1214 MR. WOODHEAD: Yes.

1215 COMMISSIONER DESMOND: We have heard today about Rogers and their contributions to the CIPFs. A few moments ago, Ms. Wheeler talked about diversity.

1216 Would Rogers be willing to take an undertaking to present a revised tangible benefits package that could potentially address diversity and to reflect the public interest in their package, include further allocations for diversity?

1217 MR. WOODHEAD: Commissioner, the film festivals proposal that Robin described earlier, and if she would like to join in here, it was all about diversity, the entirety of it.

1218 And if you would like, Robin can run through them again, but that whole package was about I and D.

1219 COMMISSIONER DESMOND: Yes, of course, and I appreciate that, and I don't think that there is a need to review that. I think we have heard about those packages. I just was curious whether or not taking into consideration the discussion we're having about further tangible benefits, would that mean other types of diversity programming or other cultural diversity programming would be included or would you just continue with the programs you have identified?

1220 MR. WOODHEAD: Yeah, we would continue. But as I have said, this is all somewhat unusual. And we hadn’t contemplated it. But the proposal, as I stated previously, would be to direct any of those funds to the projects identified.

1221 COMMISSIONER DESMOND: Okay, fair enough.

1222 As I’m sure you are aware, CPMA proposed that the Commission take into consideration the practical impact of further consolidation and to not necessarily base the quantum of tangible benefits on the minimum 10 percent contribution.

1223 Would you be able to provide your views on the impact on the transaction should the Commission determine that it is not the 10 percent minimum that would be applied?

1224 MR. WOODHEAD: I believe we are entering into very dangerous territory. The value of this transaction is largely and in fact predominantly made up by assets that are absolutely not part of this policy. It just isn’t. And you know, it appears that some parties are saying that because the transaction has whatever headline value it has, irrespective of the fact that the vast majority of the value in the transaction is associated with areas that are not part of the tangible benefit policy, that we are entering into unprecedented territory here.

1225 And again, I object to that. The policy has been applied time and time again over a number of years and this has never been the result for anyone else. And so you know, the CMPA is free to have whatever views it has but the valuation should be the valuation based on the policy as it exists at the time that this transaction is assessed.

1226 COMMISSIONER DESMOND: I am not trying to take issue with your comments, Mr. Woodhead, but my question really relates to the broadcasting system and the consolidation of the broadcasting system. So I appreciate that there is a much bigger total when we look at all of the assets, but speaking specifically to the fact that there would be further consolidation within the broadcasting system ---

1227 MR. WOODHEAD: There is no -- excuse me, Commissioner. There is no consolidation in the broadcasting system. We do not compete with Shaw today in any market. Therefore, there is no consolidation.

1228 COMMISSIONER DESMOND: Well, maybe I can rephrase the question to suggest that Rogers will be in a situation where they will have the vast majority of English subscribers and recognizing that that will be the result of the transaction. What would be your view if the Commission were to consider more than the minimum 10 percent?

1229 MR. WOODHEAD: I would believe that is inappropriate.

1230 COMMISSIONER DESMOND: Okay. And did you want to expand on why you felt that that would be inappropriate?

1231 MR. WOODHEAD: For the same reason that I answered the previous question with -- this is not a consolidation. So there should not be any public interest in extracting further value from this transaction beyond what the policy suggests. And I disagree strongly with what the CMPA is proposing. And I think it’s opportunistic and as I say, we in good faith have applied for an approval based on the policies as wet out by the Commission and based on the precedents that the Commission has set. So those would be my general reasons.

1232 COMMISSIONER DESMOND: Okay, thank you.

1233 We have heard lots of interventions with respect to where the eligible discretionary initiative portion of the tangible benefits could be directed. In the interests of time I won’t expand on those questions. I think you have clearly stated that your intent would be that if there were further funds you would continue with the plan as proposed.

1234 I will ask you, though, if you could comment on the possibility that if the Commission were to require the portion of benefits allocated to the CMF, could it be an option to direct some of those funds to CMF’s pilot programming for racialized communities? Would that be something that would be -- would you have any objection to that?

1235 MR. WOODHEAD: Again I think my answer is that the policy establishes an amount or a percentage that goes to the CMF. We have done our calculation in honouring that, and that is our proposal.

1236 COMMISSIONER DESMOND: Okay. Thank you.

1237 I want to talk just for a couple of minutes about the -- again about the discretionary portion of the benefits and your proposal that they would be dispersed in a shorter period of time to support recipients who may need funding as a result of the pandemic. Could you just provide some particulars with respect to the time element around which you would propose to expend those discretionary funds?

1238 MR. WOODHEAD: I will let Robin handle that one.

1239 MS. MIRSKY: So we have proposed to disperse those grants within one year. The pandemics have been extremely hard on film festivals. And in my discussions with all those organizations they felt that a one-time grant would be very beneficial. Most of these film festivals have either not occurred or they have occurred online and it has really affected their bottom line. So a one-time grant would be very beneficial.

1240 MR. WOODHEAD: If I may, Commissioner, given the tenor of your previous questions, if that amount of money goes up, I think our answer might change. You know, there’s a pandemic amount but if that amount is going to go higher we would want to spread that over a longer time period.

1241 COMMISSIONER DESMOND: Okay, thank you. That was my next question. So I appreciate you responding to that.

1242 MR. WOODHEAD: Two for one.

1243 COMMISSIONER DESMOND: And I just want to confirm that the production fund portion -- the intent is still just to disperse that equally over seven years?

1244 MR. WOODHEAD: Robin?

1245 MS. MIRSKY: Yes, that’s what we proposed.

1246 COMMISSIONER DESMOND: Okay. And as I'm sure you are aware, the Writers Guild of Canada has asked that Rogers file tangible benefit reports annually. I’m wondering if you could comment on, or provide your thoughts with respect to such reports, whether they would be useful in your view, what those reports could contain, and is that something that is a reasonable ask, in your view?

1247 MS. MIRSKY: I don’t see why we wouldn’t. I think we file reports now associated with benefits payments, so yes, we would happily do that annually.

1248 COMMISSIONER DESMOND: Okay, thank you.

1249 We spoke a few minutes ago about the film festivals and the tangible benefit allocation and the benefit to Canadian society and the broadcasting system. Would Rogers be willing to consider or amplify the positive impact that these film festivals would have on unrepresented groups?

1250 So, for example, could they broadcast these films that would support the participation of unrepresented groups, maybe raise their profiles?

1251 MR. WOODHEAD: Robin?

1252 MS. MIRSKY: So I mean, theoretically they could, but generally these films will have been pre-sold. So somebody will have those TV rights. But in the past Rogers has branded some of their VOD content around things like the Hot Docs Film Festival or other festivals. So it is possible but it would be a rights issue with the rights holder at that point. But it is not impossible.

1253 COMMISSIONER DESMOND: Is that something that Rogers would be prepared to explore as an option going forward?

1254 MS. MIRSKY: Yes.

1255 COMMISSIONER DESMOND: Okay. Thank you.

1256 I don’t want to spend a lot of time on this issue. I know we’re getting short on time. But just very specifically, was there a reason why the tangible benefits -- the eligible -- the flexible eligibility portion did not include contributions to the accessibility fund or to the broadcasting participation fund?

1257 MR. WOODHEAD: With respect to the broadcast participation fund, I already answered that, I believe. And with respect to accessibility, I mean, there is a list of eligible funds. We felt that this was the most impactful with the amount of money that the -- that was available to the funds, based on the value of the tangible benefit.

1258 COMMISSIONER DESMOND: Right, and just -- I know that you had addressed the Participation Fund, and I made a note that part of the concern was the review that was -- it's going to be taking place with respect to that fund. Is that sort of the key reason why that was not part of this benefit package or ---

1259 MR. WOODHEAD: There is an additional reason, and that is found in the Commission's August 6th letter, which I believe indicated that that would just add to -- it wouldn't solve the uncertainty because it would be related to a one-off event. It needs to be a broader solution.

1260 COMMISSIONER DESMOND: Okay, thank you. And I just reserve the last five minutes for our final topic, so I'll try and ask these questions as efficiently as possible, and that relates to the CPAC's governance.

1261 In your filing, you've indicated that you would only nominate one member to the CPAC board of directors, and that in turn would limit the ability of the Rogers nominee to influence the board's decision. And then of course you also indicated that if required you would consolidate your CPAC ownership into one corporate entity at the close of the transaction, and that would reduce the number of votes Rogers would hold from two to one.

1262 Could you just explain very briefly how they would in turn affect Rogers and CPAC, what the impact would be in those two alternatives?

1263 MR. WOODHEAD: It would mean we are one of many. It would not -- it would mean that we have -- we have no intention of controlling, but we would have no ability to control. And I believe CPAC and the executive director and perhaps others are waiting to address you next, and I believe there are some things that they'll want to discuss with you that they have got going on a -- on a governance front, but that is the sum and substance of it. We do not, will not, and cannot have the ability to influence the direction of CPAC or the editorial journalistic policy.

1264 COMMISSIONER DESMOND: Okay, thank you. And you're right, we will have questions for them tomorrow.

1265 In your filing, you've submitted a calculation for the value of the transaction, which includes the transfer of the ownership and change in effect of control of CPAC. So I just want to make sure I understand that correctly before I ask the next question.

1266 You're -- the calculation you've provided does include the transfer of ownership and control of CPAC?

1267 MR. WOODHEAD: Yes. Yes.

1268 COMMISSIONER DESMOND: Okay. So recognising that the authority to effect those changes will not be granted in this process, if we were to grant the authority for Rogers to acquire Shaw, it is the CPAC as licensee that would have to submit the application for a transfer in ownership. Is that -- is that something that you would see as the proper mechanism going forward, or would you see it as a different approach?

1269 MR. WOODHEAD: No, I think that's the proper approach.

1270 COMMISSIONER DESMOND: Okay. So then recognising that CPAC would need to come in and make that ask for a change in its license, shouldn't the calculation of the value of that transaction be excluded so the revenues form CPAC would not be included in the value of this transaction?

1271 MS. DINSMORE: I think we're a little confused as to what you're asking here. So maybe we should go back over this territory one more time.

1272 COMMISSIONER DESMOND: Sure, and I think it's probably because I know we're very close to the end, I'm trying to ask my questions quickly.

1273 THE CHAIRPERSON: I'll just interject for one second. With the generosity of our interpreters, we have a little bit more time. So we shan't abuse it, but we do have a little more time. We're past the 7 o'clock hard stop, and I thank the interpreters for their flexibility.


1275 THE CHAIRPERSON: So please continue ---


1277 THE CHAIRPERSON: --- Commissioner Desmond.

1278 COMMISSIONER DESMOND: Thank you. And I apologise that my last question was confusing. I'm watching the clock recognising we have to finish up quickly.

1279 So maybe I'll just read the question again. And I think we did -- we did agree that it would be CPAC that would have to submit the application for a transfer in ownership I guess. Is that your understanding as well?

1280 MS. DINSMORE: No, in fact that's not our understanding.

1281 COMMISSIONER DESMOND: Okay. So then what would be your view?

1282 MR. JOHNSON: Ted, perhaps we can help you for a minute.

1283 I think what we're talking about here is transfers of the shares, there's no transfer of the license. So perhaps that would help eliminate the -- and distinct -- distinguish the issue.

1284 COMMISSIONER DESMOND: Okay. No, that does help. I think we were speaking about the license ---

1285 MR. JOHNSON: That's right.

1286 COMMISSIONER DESMOND: --- and I think that was the vein of our questions, is if the license is transferred it would be CPAC who would have to make that application?

1287 MR. JOHNSON: Yeah, well our understanding is that the license -- there is no license being transferred, it's just the shares that are being transferred. So it's Shaw's ownership, the 25-percent interest in CPAC that's being transferred.

1288 MR. WOODHEAD: That's correct.

1289 COMMISSIONER DESMOND: Okay, perfect. So as a result, then, there would no -- there would not be a need for an application ---

1290 MR. WOODHEAD: No.

1291 COMMISSIONER DESMOND: --- to apply ---

1292 MR. WOODHEAD: No.


1294 MR. JOHNSON: That's correct, yeah.

1295 COMMISSIONER DESMOND: Okay, we've cleared that up, thank you. And then I think -- I just have another question.

1296 If the Commission were to require that Shaw divest its interest in CPAC to another bidder, for example, how would this decision impact on Shaw and Rogers?

1297 MR. WOODHEAD: I don't think, given what I said in answer to your first question, and what you might hear from the next -- from CPAC, from the next party, that that is necessary, and it would be moot.

1298 COMMISSIONER DESMOND: Okay. And again, that's based on your earlier comments that you don't see that there would be any ---

1299 MR. WOODHEAD: We would not -- we would not have -- we would only have one vote, and we would be one amongst many. And then I believe that you may in your questioning of CPAC, you may find other information that would make that completely unnecessary.

1300 COMMISSIONER DESMOND: Okay, I think I've covered all of the questions that I had intended to ask, so thank you for your time.

1301 MR. WOODHEAD: Thank you.

1302 THE CHAIRPERSON: Thank you, Commissioner.

1303 Mr. Woodhead, I'd like to go back, and you've made very clear your view about our questions in relation to the tangible benefits associated with the Shaw VOD licenses, and I understand your view and it's clearly on the record. But if I can just pursue the argument for a moment.

1304 There is an ongoing business; correct? Shaw has a business, and after this proceeding and prior to closing, there are operating licenses with real customers who are paying revenues to Shaw; correct?

1305 MR. WOODHEAD: Correct.

1306 THE CHAIRPERSON: And when you assume -- when the transaction, if approved, closes, then presumably you wish to convert those customers from Shaw VOD customers and add them to your Rogers offerings?

1307 MR. WOODHEAD: Correct. And that -- but we are surrendering prior to close the Shaw license.

1308 THE CHAIRPERSON: Understood, and that's the premise of your objection. I'm just trying to make sure that I do understand that there is an economic value, obviously, and you would derive the benefit of those customers migrating from the license, which would be surrendered presumably to your services?

1309 MR. WOODHEAD: We would, as would every other applicant who has been before the Commission, and who the Commission took a completely opposite approach.

1310 THE CHAIRPERSON: Understood. Thank you.

1311 I have one last area of questioning, but if I can take a two-minute recess, I want to verify something with the Commission secretary and counsel. So if you will give us two minutes, we'll just pause. Thank you.

--- Upon recessing at 7:05 p.m./

--- L'audience est suspendue à 19h05

--- Upon resuming at 7:10 p.m./

--- L'audience est reprise à 19h10

1312 THE CHAIRPERSON: Sorry for the impromptu delay, but I do want to try and release you so to speak from your fetters today.

1313 A couple of quick things. One, just returning to the undertaking that you have already accepted about providing a little more elaboration on how the investment in the film -- sorry, lost the word -- film festivals and related activities in western Canada contribute to diversity. Could you provide in that undertaking as much detail as you can about how, in fact, it will benefit those under-represented communities?

1314 It may have been covered in your agreeing to the undertaking but I just wanted to be sure that we got a more clear sense of -- a little more detail in how it would directly contribute to both racialized and under-represented communities within the broadcasting system.

1315 MR. WOODHEAD: Yes, we will do that.


1317 THE CHAIRPERSON: Thank you.

1318 And my last area of questioning -- and we cold indeed turn to Shaw and ask many of the question we asked Rogers, but I expect that many of your answers -- you have already interjected today when it was appropriate for Shaw to answer. And I expect that many of the answers you would defer to Rogers as the acquiring party, if the transaction is approved.

1319 But I could not let you leave -- particularly you, Mr. Shaw -- without asking you in a fairly pointed way, from your perspective, from Shaw’s perspective who ahs built this business over many years -- and I imagine you probably agreed to this somewhat reluctantly, given the family’s extensive history in this sector.

1320 How does it contribute to the public interest? How does the transaction contribute to the broadcasting system from Shaw’s perspective?

1321 MR. SHAW: Well, thank you for an opportunity to say something. I wasn’t sure I would get that opportunity.

1322 You know, listen, I think overall we’re at an inflection point within the industry. And we look at the opportunity to serve Canadians, to build the networks, to be able to deliver the products and services and innovation we need to do. I think that in itself drives the broadcasting system. And if we look back at the billions we have spent to support the broadcasting system,. I think this propels it. It gets it; it puts it on another step and another level and actually drives the broadcasting system for the future and for the next decade as we look at this.

1323 Canadians will benefit over the next decade for all the innovation investment that this combined company will do. And I think that in itself -- and a strong competitor and a strong support and a strong operator within the Canadian Broadcasting System, is exactly what we need because it’s becoming a global world and a global impact.

1324 And as we see it has its impact in Canada, digital and -- the digital life is affecting all of us. And I think we are in an industry that absolutely can -- consumer trends, technology is moving at exponential speeds. And these types of things are going to continue to impact us.

1325 So the stronger the player, the better the benefit, I think, for the Canadian Broadcasting System from a Canadian point of view and a global point of view. And I think as we look at it, that’s really key to make sure we have sustainability within the broadcasting system because there is pressure in a lot of different spots. And I think this will continue that in a big way.

1326 THE CHAIRPERSON: Thank you. I could have asked Mr. Woodhead to refer more questions to you, but I certainly couldn’t let you leave the room without answering at least that.

1327 Counsel -- well, actually first I should check with Members.

1328 Members, do you have any final questions for these panels?

1329 And we will, obviously have an opportunity during reply to follow up on any tendrils or strings that may have not been entirely rolled up.

1330 Counsel, do you have any further matters with respect to today? Normally I would ask you to list undertakings received during the day, but I think that we have it on transcript and we can verify it with the parties by email.

1331 MR. WELCH: We certainly can, Mr. Chair. Thank you.

1332 I believe there were procedural rulings that we had discussed earlier in the day. We could take care of those tomorrow.

1333 THE CHAIRPERSON: There are a couple of procedural rulings but given the hour of the day I would suggest that we deal with those at the outset of the hearing tomorrow rather than today. These relate to procedural requests made to the Commission in relation to the hearing, not specifically to the appearance of these parties.

1334 With that, I will thank you for your attendance, participation, fulsome responses. Very much appreciated.

1335 And we will adjourn for the day, resuming at 11:00 a.m. tomorrow, Eastern Time.

1336 Thank you, and good evening.

1337 MR. WELCH: Thank you.

--- Upon adjourning at 7:15 p.m./

--- L'audience est levée à 19h15

Court Reporters

Dale Waterman

Sean Prouse

Mathieu Philippe

Nadia Rainville

Nancy Ewing

Julie Lussier

Krista Campbell

Kathy Poirier

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