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Public Notice CRTC 2001-95 |
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Ottawa, 17 August 2001
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The Commission has received the following applications: |
1. |
Across Canada
Application Nos. 2001-0517-3, 2001-0515-7, 2001-0516-5 |
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Applications by SHAW COMMUNICATIONS INC. (Shaw), Canadian
Satellite Communicaitions Inc. (Cancom) and STAR CHOICE TELEVISION
NETWORK INCORPORATED (Star Choice) to amend conditions of licence
related to structural separation. |
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The Commission has received an application, dated 9 April 2001,
filed jointly by Shaw Communications Inc. (Shaw), Canadian Satellite
Communications Inc. (Cancom) and Star Choice Television Network
Incorporated (Star Choice). The application requests modifications
to conditions of the satellite relay distribution undertaking (SRDU)
licences currently held by Cancom and Star Choice and the
direct-to-home (DTH) undertaking licence currently held by Star
Choice. |
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In Decision CRTC 97-677, dated 22 December 1997 (Decision
97-677), the Commission approved the merger of Star Choice and
Homestar Services Inc. (Homestar), both of which had been authorized
to carry on national DTH distribution undertakings. |
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Homestar was a wholly-owned subsidiary of Shaw. In Decision 97-677, the Commission found that, after the merger, effective
control of Star Choice would reside with Shaw. Given Shaw's
activities in the cable distribution industry, and in the interest
of fair and equitable competition, the Commission considered that
safeguards were necessary in order to ensure that no undue
preference or advantage passed between Star Choice and Shaw, or any
of Shaw's affiliates. Accordingly, the Commission amended Star
Choice's DTH licence to add conditions specifying that (a) the
licensee must not give an undue preference to any person, including
itself, or subject any person to an undue disadvantage, (b) the DTH
undertaking must remain independent of, and legally separate and
distinct from, Shaw and all companies controlled directly or
indirectly by Shaw, and (c) members of the board of directors of
Shaw, or any company or entity controlled directly or indirectly by
Shaw, could not sit on the board of the DTH undertaking. |
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In Decision CRTC 99-169, dated 9 July 1999, the Commission
approved the merger of the Cancom and Star Choice SRDUs. In so
doing, the Commission revised the conditions related to structural
separation in Star Choice's SRDU and DTH licences. In addition, the
Commission amended Cancom's SRDU licence to impose conditions
related to structural separation. In this context, the Commission
stated as follows |
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.Following discussions of the importance of structural
separation at the hearing, the applicant did agree to accept
conditions of licence in this regard, should the Commission deem
them necessary. |
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The objective of such conditions is to prevent the possibility of
undue preference and disadvantage that Shaw could confer, due to its
dominant position in the cable distribution sector and its
vertically- and horizontally- integrated corporate structure, which
includes both programming and cable distribution arms. In approving
these applications, the Commission considers that, as a result of
the influence that Shaw could have on the merged entity, the
continuation of conditions of licence creating structural separation
is necessary. |
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The conditions of licence prescribed in Decision 99-169
are set
out in Appendix A to this public notice. |
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In their application of 9 April, Shaw, Cancom and Star Choice
seek to modify the structural separation conditions described above
to allow the integration of their corporate, human resources, legal,
administrative, investor relations, accounting and technical
operations. |
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The applicants state that the SRDU, DTH and cable services
offered by Shaw and Cancom/Star Choice would remain separate, with
structurally separate groups of employees dealing with sales,
marketing and customer service for each of these businesses. The
applicants also propose that these employee groups be subject to
written procedures to ensure the confidentiality of customer
information. |
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The applicants submit that the efficiencies resulting from the
proposed changes would improve the cost effectiveness and
competitiveness of each of Cancom and Star Choice, would help
sustain their growth and would facilitate investment and innovation.
They submit, among other things, that such changes are necessary to
help Cancom/Star Choice compete effectively against Bell ExpressVu
Limited Partnership. |
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The conditions of licence proposed by the applicants are set out
in Appendix B to this public notice. |
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The Commission seeks public comment on the licence amendments
proposed by Shaw, Cancom and Star Choice. |
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Licensees' address |
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Shaw Communications Inc.
900-630 - 3rd Avenue SE
Calgary, Alberta
T2P 4L4 |
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Shaw Communications Inc.
1410 - 45 O'Connor Street
Ottawa, Ontario
K1P 1A4 |
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Canadian Satellite Communications Inc.
Star Choice Television Network Incorporated
50 Burnhamthorpe Road West
10th Floor
Mississauga, Ontario
L5B 3C2 |
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Examination of applications: |
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At the licensees' address
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Appendix A |
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Existing conditions of licence for the SRDU licences of Cancom
and Star Choice: |
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Structural Separation: |
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- The SRDU undertaking to be carried on by the licensee shall
remain at all times an entity that is independent of and legally
separate from Shaw Communications Inc. (Shaw), and any of Shaw's
subsidiaries, affiliates or related companies. |
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- None of the members of the licensee's board of directors shall
be persons who are members of the board of directors of Shaw
Communications Inc. (Shaw), or who are members of the board of
directors of any of Shaw's subsidiaries, affiliates or related
companies licensed as cable distribution undertakings or as
programming undertakings, or any direct or indirect holding
companies or entities thereof. However, as an exception, members of
the board of directors (who are independent of Shaw) of WIC Western
International Communications Ltd., WIC Television Ltd., Electronic
Digital Delivery Inc., WIC Premium Television Ltd., WIC Radio Ltd.,
and their subsidiaries, may be members of the licensee's board of
directors. |
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- No employee of the SRDU licensee, or any individual providing
services on a contractual basis to the SRDU licensee, shall, at the
same time, be employed by Shaw Communications Inc. (Shaw), or by any
of Shaw's subsidiaries, affiliates or related companies licensed as
cable distribution undertakings or as programming undertakings, or
any direct or indirect holding companies or entities thereof.
However, technical employees (for example, those working in
engineering, programming and electronics) of the SRDU licensee or
individuals providing technical services (for example, engineering,
programming and electronics) to the SRDU licensee could, at the same
time, be employed by a DTH licensee that is related to Shaw, or by a
company or entity related to Shaw that is not directly or indirectly
involved in cable distribution or programming activities. |
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- To the extent the licensee is entitled to information in the
possession of a BDU, pursuant to an affiliation agreement, and such
information is not available on the public record, the licensee
shall retain an independent third-party auditor to access such
information and to ensure that only aggregate information and
recommendations regarding compliance with the terms of the agreement
are transmitted to the licensee. |
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Undue Preference : |
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- The licensee shall not give an undue preference to any person,
including itself, or subject any person to an undue disadvantage. |
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Existing conditions of licence for the DTH licence of Star Choice |
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Structural Separation: |
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- The DTH undertaking to be carried on by the licensee shall
remain at all times an entity that is independent of and legally
separate from Shaw Communications Inc. (Shaw), and any of Shaw's
subsidiaries, affiliates or related companies. |
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- None of the members of the licensee's board of directors shall
be persons who are members of the board of directors of Shaw
Communications Inc. (Shaw), or who are members of the board of
directors of any of Shaw's subsidiaries, affiliates or related
companies licensed as cable distribution undertakings or as
programming undertakings, or any direct or indirect holding
companies or entities thereof. However, as an exception, members of
the board of directors (who are independent of Shaw) of WIC Western
International Communications Ltd., WIC Television Ltd., Electronic
Digital Delivery Inc., WIC Premium Television Ltd., WIC Radio Ltd.,
and their subsidiaries, may be members of the licensee's board of
directors. |
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- No employee of the DTH licensee, or any individual providing
services on a contractual basis to the DTH licensee, shall, at the
same time, be employed by Shaw Communications Inc. (Shaw), or by any
of Shaw's subsidiaries, affiliates or related companies licensed as
cable distribution undertakings or as programming undertakings, or
any direct or indirect holding companies or entities thereof.
However, technical employees (for example, those working in
engineering, programming and electronics) of the DTH licensee or
individuals providing technical services (for example, engineering,
programming and electronics) to the DTH licensee could, at the same
time, be employed by an SRDU licensee that is related to Shaw, or by
a company or entity related to Shaw that is not directly or
indirectly involved in cable distribution or programming activities.
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Appendix B |
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Proposed conditions of licence for the SRDU licences of Cancom
and Star Choice |
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Structural Separation: |
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- The licensee shall maintain independent sales, marketing and
customer service functions and staff for its satellite relay
distribution undertaking. |
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- The licensee shall require all sales, marketing and customer
service staff to comply with written procedures established by the
licensee designed to ensure that any confidential information
obtained from a customer or potential customer of the licensee's
satellite relay distribution undertaking or pertaining to product or
service offerings of the satellite relay distribution undertaking
will remain confidential. The licensee will file a copy of such
procedures, as the same may be amended from time to time, with the
Commission for prior approval. |
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Undue Preference: |
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- The licensee shall not give an undue preference to any person,
including itself, or subject any person to an undue disadvantage. |
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Proposed conditions of licence for the DTH licence of Star Choice |
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Structural Separation: |
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- The licensee shall maintain independent sale, marketing and
customer service functions and staff for its DTH undertaking. |
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- The licensee shall require all sales, marketing and customer
service staff to comply with written procedures established by the
licensee designed to ensure that any confidential information
obtained from a customer or potential customer of the licensee's DTH
distribution undertaking or pertaining to product or service
offerings of the DTH distribution undertaking will remain
confidential. The licensee will file a copy of such procedures, as
the same may be amended from time to time, with the Commission for
prior approval. |
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PUBLIC PARTICIPATION
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DEADLINE FOR INTERVENTION
17 September 2001
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The intervention must be received by the CRTC and by the
applicant ON OR BEFORE the above-mentioned date. The Commission
cannot be held responsible for postal delays. |
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Your intervention will be considered by the Commission, and will
form part of the public record of the proceeding without further
notification to you, provided the procedure set out below has been
followed. You will be contacted only if your submission raises
procedural questions. |
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Submit your written intervention to the Secretary General of the
Commission in ONLY ONE of the following formats: |
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BY ELECTRONIC MAIL TO
procedure@crtc.gc.ca
OR
BY MAIL AT
CRTC, Ottawa, Ontario, K1A 0N2
OR
BY FAX TO THE
Secretary General - (819) 994-0218
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A true copy MUST be sent to the applicant and proof that this has
been done must accompany the intervention sent to the Commission. |
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Where the intervention is filed by electronic means, the line
***End of document*** should be entered following the last paragraph
of the document, as an indication that the document has not been
damaged during electronic transmission. |
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Please note, that only the documents (applications and
interventions) electronically filed will be available on the
Commission's web site. You will be able to access these documents
by indicating the public notice or the notice of public hearing
number. |
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Each paragraph of the document should be numbered. |
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Your intervention should clearly identify the application and
indicate whether you support or oppose the
application, or if you propose changes to it, include the facts and
grounds for your proposal. |
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In the event that the application is brought to the oral phase of
the hearing, and if you wish to appear, you must provide reasons why
your written comments are not sufficient and why an appearance is
necessary. |
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In exceptional circumstances, the Commission may allow an
intervenor to present its intervention by teleconference. At the
time of filing its intervention, the intervenor must clearly
indicate why the Commission should grant such a request. |
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EXAMINATION OF DOCUMENTS DURING NORMAL OFFICE HOURS |
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Documents are available at the local address provided in this
notice and at the Commission offices and documentation centres
directly involved with these applications or, upon request, within
48 hours, at any other CRTC offices and documentation centres. |
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Central Building
Les Terrasses de la Chaudière
1 Promenade du Portage, Room G-5
Hull, Quebec K1A 0N2
Tel: (819) 997-2429 - TDD: 994-0423
FAX: (819) 994-0218 |
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Bank of Commerce Building
1809 Barrington Street, Suite 1007
Halifax, Nova Scotia B3J 3K8
Tel: (902) 426-7997 - TDD: 426-6997
FAX: (902) 426-2721 |
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405 de Maisonneuve Blvd. East
2nd Floor, Suite B2300
Montréal, Quebec H2L 4J5
Tel: (514) 283-6607 - TDD: 283-8316
FAX: (514) 283-3689 |
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55 St. Clair Avenue East, Suite 624
Toronto, Ontario M4T 1M2
Tel: (416) 952-9096
FAX: (416) 954-6343 |
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Kensington Building
275 Portage Avenue, Suite 1810
Winnipeg, Manitoba R3B 2B3
Tel: (204) 983-6306 - TDD: 983-8274
FAX: (204) 983-6317 |
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Cornwall Professional Building
2125 - 11th Avenue, Room 103
Regina, Saskatchewan S4P 3X3
Tel: (306) 780-3422
FAX: (306) 780-3319 |
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10405 Jasper Avenue, Suite 520
Edmonton, Alberta T5J 3N4
Tel: (780) 495-3224
FAX: (780) 495-3214 |
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530-580 Hornby Street
Vancouver, British Columbia V6C 3B6
Tel: (604) 666-2111 - TDD: 666-0778
FAX: (604) 666-8322 |
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This document is available in alternative format upon request and
may also be examined at the following Internet site:
http://www.crtc.gc.ca |
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Secretary General |