Employees should not conduct business with suppliers and/or contractors who subscribe to unlawful or unethical business practices or behaviour. Promptly report unethical selling or purchasing practices on the part of a supplier or a Rogers employee to the employee's Manager and to the Company's STAR Hotline (1-877-355-STAR) or www.compliance-helpline.com.

Rules of competitive business conduct are established in the Competition Act and certain sections of the Telecommunications Act and the Broadcasting Act. All applicable practices must be carried out in compliance with these Acts. (Please see policy LEG 18 - Competition Act).

Employees must never disclose, communicate or discuss confidential information concerning the Company, including in particular pricing or purchasing policies with competitors. Information about competitors should be gathered in a lawful manner. Employees who previously worked for a competitor will not be requested to provide confidential information about said competitor.

Ways to protect Company funds and property include ensuring:

1. expenditures are for legitimate business purposes;
2. computer equipment and systems, and the information that they contain are protected against unauthorized access, use, modification, destruction, theft or loss;
3. use of telephones, email and the internet are only for legitimate business purposes;
4. upon termination of employment, employees must return all Company records and equipment.

The unauthorized connection and/or use of Company products and services are criminal acts. Any employee or contractor found to be connected to, or in possession of, unauthorized Company products and/or services, or to have assisted another to do so, will be subject to legal action.

In the course of protecting Company assets, it is our duty to promptly report to Corporate Security or to the Company's STAR Hotline (1-877-355-STAR) or www.compliance-helpline.com all acts that may constitute real or suspected breaches of security.

The possession, consumption and/or the sale of illegal drugs and restricted substances is prohibited while on duty and/or while occupying any of the Company's premises, including company vehicles.

Except under special circumstances, such as Company sanctioned and sponsored events where prior approval has been obtained from the President of the business unit, or from the individual to whom the President has delegated this responsibility, the provision or consumption of alcohol is prohibited on the Company's premises and in Company vehicles. Approval may be granted taking into consideration the Company's reputation, image, responsibility and potential liability. It is each employee's responsibility to ensure that he or she behaves responsibly during attendance at a Company or vendor-sponsored event.

Drug or alcohol impairment while on duty or on the Company's premises or in Company vehicles is improper business conduct and will be treated as an extremely serious matter.

Users of the Company's computer systems and/or the Internet should be aware that their communications are not protected from third party viewing unless approved encryption is used. Employees should not send information over the Internet if they consider it to be private.

The Company reserves the right at any time to examine e-mail, computer records, personal file directories and other information stored on or transmitted over Company facilities to ensure compliance with internal policies, to support the performance of internal or external investigations, and to assist with the management of information systems. Employees should be aware that all e-mail is considered Company property and it is archived and can be retrieved for examination at any time, even after it has been deleted.

Language and conduct during conversations, instant messaging and email exchanges does reflect on the Company. As such, a professional manner must be maintained at all times.

Use of Company facilities to download, communicate or exchange materials that conflict with the Company's policies is prohibited. Personal use of Company facilities is allowed under certain conditions as outlined in policy CS 3 Use of Electronic Media. Compliance with policy CS 3 is mandatory. Failure to comply may result in disciplinary action being taken, up to and including termination.

(Please see policy CS 3 Use of Electronic Media for a complete list of unacceptable practices and employee guidelines).

Advance approval must be obtained from the Nominating and Corporate Governance Committee of the RCI Board regarding the acceptance of any positions as a member of a board, advisory council or other similar committee of a profit organization, or major non-profit or charitable organization, unless the employee is required in their capacity at Rogers to act as a representative on that board for the Company.

Any employee considering serving on a board of directors or an advisory board or similar body of any outside company or major non-profit or charitable organization must obtain approval from their supervisor. Then the employee must get advance approval by sending a request to the General Counsel of Rogers.

Any employee serving on any board or similar body as a Rogers' representative will not receive compensation of any kind, directly or indirectly, for such services. Any employee serving on any board or similar body in a personal capacity will not be reimbursed by Rogers, directly or indirectly, for any expenses related to such activity.

Employees must avoid activities or situations that involve real or perceived conflicts of interest with the Company. Employees must disclose potential conflicts of interest or any relationships that could reasonably be expected to give rise to a conflict of interest either to their Manager or to the Company's STAR Hotline (1-877-355-STAR) or www.compliance-helpline.com.

Conflicts of interest include but are not limited to the following:

Personal Financial Interest:

1. The transaction of business by the Company with an enterprise where an employee and/or any member of an employee's family together have an ownership interest in the enterprise and/or its affiliates that is material to the employee and/or the employee's family or that is more than a 5% interest in the enterprise and/or its affiliates;

   
   
   

2. An employee having financial interest in, performing services for, or undertaking any activity (whether commercial or non-commercial and/or for which there is no personal financial interest) for a competitor of the Company.

Accepting or providing entertainment, hospitality, gifts or favours that may reasonably be considered to have an influence on a decision by an individual on behalf of the Company, or that may be outside of the normal course of a business relationship, constitutes a conflict of interest. Any entertainment, hospitality, gift or favour made or received by a Company employee to procure an action or decision, or to recognize or reward an action or decision, is prohibited. All employees transacting business for the Company should act and should be perceived by others to act, in the Company's best interest and free of any conflicts of interest. Modest favours, gifts, entertainment or hospitality may be furnished or accepted by employees in connection with their duties provided that the following criteria are met:

1. they are in the course of a normal business relationship and are consistent with accepted business practice;
2. they are not in cash or securities;
3. they are of sufficiently limited value so as not to be capable of being perceived or construed as an inducement, bribe, pay-off or other improper payment or endorsement;
4. they are not repetitive or frequent;
5. they do not contravene any law and are made in accordance with generally accepted ethical standards and behaviour, and;
6. the employee informs his/her manager or supervisor.

If an employee proposes to undertake personal transactions with a supplier to the Company it must be on the same terms that would be offered to other arm's length customers of the supplier, in order to avoid conflict of interest, and must be approved by the employee's manager or supervisor.

Employment of Relatives:

Relatives of an employee are defined as follows: parents, spouse (including common-law spouse and same-sex partner), grandparents, brothers, sisters, children, nephews, nieces, aunts, uncles and cousins (including adopted, foster, step and in-law relations).

Relatives of employees may only be hired through standard recruiting procedures and must meet the qualifications required for the position. Where an employee would directly or indirectly supervise, or be in a position to influence the career or contracted activities and rewards of a relative, such a conflict of interest must be brought to the attention of the Human Resources department immediately, and an appropriate course of action determined, including senior management approvals and by the RCI Board Compensation Committee where required under its policies.

It is illegal and not permitted for public officials, at any level of government, to obtain money, property, entertainment, hospitality, gifts or favours from the Company by the wrongful use of their official position or as a condition to perform certain duties they are normally obligated to perform. If it comes to the attention of an employee that such payments were sought or made, this should be immediately reported to employee's supervisor and and to the Company's STAR Hotline (1-877-355-STAR) or www.compliance-helpline.com.

All transactions of the Company must be properly recorded and accounted for in the books of the Company. This is essential to the integrity of the Company's governance and financial reporting obligations. All Rogers employees are responsible for ensuring that false, inaccurate, or misleading entries are not made in our Company's accounting records, and full, fair, accurate, timely and understandable disclosure is made in all public communications.

In preparing and maintaining Rogers' books and records, employees should:

1. adhere to all applicable accepted accounting standards and practices, rules, regulations and controls;
2. ensure the accurate and timely recording of costs, sales, shipments, time sheets, vouchers, bills, payroll and benefit records, regulatory data, expense reports and other financial transactions in the proper accounts;
3. record all funds, assets and transactions and not establish any undisclosed or unrecorded fund or assets for any purpose;
4. keep and retain books and records which reflect fairly, accurately and in appropriate detail the Company's transactions, acquisition and disposal of assets and other relevant activities (see Company policy SEC 4 - Retention of Records);
5. sign only those documents that are accurate and truthful;
6. restrict access to sensitive or confidential information (such as financial records and customer information) to ensure the information is not accidentally or intentionally disclosed, modified, misused or destroyed, other than in accordance with the Company's document retention policies.

All employees are encouraged and entitled to make political and charitable contributions from their personal time and funds in the exercise of responsible citizenship. Contributions of any kind to political organizations, made on behalf of the Company, must be approved, in advance, by the Vice President of Communications, RCI. Requests by third parties for charitable donations should be forwarded to the VP, Communications, RCI.

Employees doing work for the Company may have access to information of a confidential or proprietary nature, the improper disclosure of which could have serious consequences for the Company. Employees must maintain the confidentiality of all information entrusted to them, except when the disclosure is authorized or legally mandated.

Extra sensitivity to security, confidentiality and conflict of interest is required in situations where an employee's spouse, immediate family member or friend is a principal of, or is employed by, a competitor or supplier of the Company.

Customer Information:

Subject only to certain exceptions, the law requires the Company to provide customers with access to all personal information about them that the Company may hold. This includes records such as customer care logs and notes. Employees should avoid non-factual entries or inappropriate language or comments. All information kept by the Company about its customers is confidential and cannot be divulged or used, directly or indirectly, except for business purposes.

Unless a customer provides explicit consent, or the Company is required to do so by law, the Company may not disclose a customer's confidential personal and business information to anyone other than:

1. the customer himself;

   
   
   

2. a person whom the Company reasonably believes is acting on behalf of the customer;

   
   
   

3. another company, for the purpose of providing the customer with efficient and cost-effective service, where the information is required only for that purpose and will be kept confidential (for example, the exchange of call detail information for the settlement of usage charges)or where the information is required only for that purpose of supplying telephone or telephone directory related services and will be kept confidential (for example, a firm retained by the Company to do installation work on its behalf);

   
   
   

4. an agent retained by the Company to evaluate the customer's credit worthiness or to collect the customer's account, where the information is required for and will be used only for, that purpose; and

   
   
   

5. a public authority, if there is imminent danger to life or property which could be avoided or minimized by disclosure of the information.

Maintaining customer privacy is also crucial when dealing with contracts, proposals and quotations. An employee must be vigilant in ensuring that: unless a customer provides explicit consent, customer information is not shared with other affiliates or partners, agents or subsidiaries of our group, except with those affiliate or partners or agents or subsidiaries of a group, who are directly involved in the specific contract, proposals or quotations.

Employee Information:

Employees may not release information, related to co-workers or other employees, on personnel matters including private phone numbers and addresses, medical records, or salary information unless required by law or by an authorized representative of the applicable employee.

When such a request is made, it should be referred to the Human Resources department. No statements, interviews or access to records should be given until the Company or its legal counsel has the opportunity to review the request. The request may be legitimate but the Company has the right to determine the reasonableness of the request and to ensure that all responses are complete and accurate.

From time to time, employees may author, make, create, and conceptualize intellectual property during the course of employment with the Company (whether or not during regular office hours, and whether or not at the employee's place of employment). This information and property is considered to be the exclusive property of the Company, if it arises from or is incidental to performance of duties as a Rogers employee, and must be treated as confidential information.

For greater certainty, the foregoing shall not apply to freelance work and/or independent productions authored, created, conceptualized or made by employees entirely outside of the scope and mandate of the employee's employment and which do not relate in any way to the responsibilities and duties of employment with the Company.

Please refer to Section B of the Agreement.

The Company is committed to best practices in making timely and accurate disclosure of all material information. The Company will promptly disclose all material information in a full, fair, accurate, timely and understandable manner in accordance with applicable securities laws and policies, and stock exchange rules. All employees must perform their responsibilities with a view to giving effect to the foregoing commitment of the Company, including by reporting all material information in a timely manner to the appropriate person within the Company in accordance with the Company's disclosure policies and procedures.

Each officer involved in the Company's disclosure process is required to be familiar with and comply with the Company's disclosure controls and procedures and internal control over financial reporting. In addition, each person having direct or supervisory authority regarding regulatory filings or the Company's other public communications should, to the extent appropriate within his or her area of responsibility, consult with other Company officers and employees. Each officer who is involved in the Company's disclosure process must:

1. familiarize himself or herself with the disclosure requirements applicable to the Company as well as the business and financial operations of the Company;
   
   
2. not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company's independent auditors, government regulators and self-regulatory organizations; and
   
   
3. properly review and critically analyse proposed disclosure for accuracy and completeness (or, where appropriate, delegate this task to others).

Employees should not discuss prospective changes or developments with people outside the Company before an official announcement has been made. Specifically:

1. information on corporate developments, products and plans, including all financial and material information that may impact the value of Company securities or influence investor's investment decisions, will be released only by authorized Company spokespersons;

   
   
   

2. confidential information on specific operating companies will be released by the management of that business unit;

   
   
   

3. employees expressing opinions beyond the scope of their positions must clearly differentiate between speaking for themselves and speaking for the Company, to ensure that their views are in no way perceived to be associated with the Company. Company stationery must not be used for expressing personal views.

Employees of all Rogers companies and business units are to refer inquiries from the press, media, research and security analysts, brokers, and investors to the Vice-President, Investor Relations, RCI. Unless specifically authorized to do so, employees are not permitted to contact the press, media, research and security analysts, brokers or investors about the Company's business.

Employees who participate in any public forum as a Company employee must seek approval from the designated Vice President responsible for public relations regarding the content of any commentary or speeches, in order that it may be consistent with Company policy and not contain or refer to confidential information.

Insider Trading:

Employees with knowledge of material confidential information about the Company are prohibited from trading securities of the Company until the information has been publicly disclosed and at least one trading day has passed. Employees must not inform ("tip") any person of material information before it has been publicly disclosed. Officers of the Company deemed to be insiders are required to file a report for every transaction in securities of the Company at www.sedi.ca. (Please see policy LEG 5 - Insider Trading and the Disclosure and Restricted Use of Confidential Material Information).

Any use of the Company's corporate symbols, signatures or logos must conform with the principles outlined in the Rogers Branding Guideline, including the use of the Company's logo on letter head.

Before Rogers allows others to use the Rogers name or brand as a trademark or service mark, approval must be obtained. To obtain approval for brand usage or if employees are uncertain about brand usage, consult the contacts listed on the Rogers intranet.