Item - 2014.EX43.7

Tracking Status

  • City Council adopted this item on July 8, 2014 without amendments.
  • This item was considered by the Executive Committee on July 2, 2014 and adopted without amendment. It will be considered by City Council on July 8, 2014.

EX43.7 - Toronto Hydro Corporation - Annual General Meeting and 2013 Audited Financial Statements

Decision Type:
ACTION
Status:
Adopted
Wards:
All

City Council Decision

City Council on July 8, 9, 10 and 11, 2014, adopted the following:

 

1.         City Council consider that portion of the Council meeting at which the report (June 17, 2014) from the City Manager is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation by:

 

a.         approving the "Toronto Hydro Corporation 2013 Annual Shareholder Meeting, Resolution of the Sole Shareholder – City of Toronto, Re-appointing Auditor" in Attachment 1 to the report (June 17, 2014) from the City Manager in order to re-appoint KPMG LLP, Chartered Accountants as the auditor for Toronto Hydro Corporation for 2014, and to authorize the Board of Directors of Toronto Hydro Corporation to fix the auditor's remuneration;

 

b.         receiving the "Toronto Hydro Corporation 2013 Annual Report, The Measure of Our Commitment", in Attachment 2 to the report (June 17, 2014) from the City Manager;

 

c.         receiving the "Toronto Hydro Corporation Fourth Quarter 2013 Report to the Shareholder December 31, 2013", in Confidential Attachment 3 to the report (June 17, 2014) from the City Manager;

 

d.         receiving the "Toronto Hydro Corporation 2013 Annual Financial Report December 31, 2013", including the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2013 and 2012", the "Toronto Hydro Corporation Ontario Securities Commission Form, Certification of Filings – CFO and CEO", and the "Toronto Hydro Corporation First Quarter Report March 31, 2014", in Attachments 4, 5 and 6 respectively to the report (June 17, 2014) from the City Manager; and

 

e.         receiving the "Toronto Hydro Corporation December 31, 2013 Internal Financial Statements", the "Financial Statements Toronto Hydro-Electric System Limited December 31, 2013", and the "Financial Statements Toronto Hydro Energy Services Inc. December 31, 2013", in Confidential Attachments 7, 8 and 9 respectively to the report (June 17, 2014) from the City Manager.

 

2.         City Council direct that Confidential Attachments 3, 7, 8 and 9 to the report (June 17, 2014) from the City Manager remain confidential in their entirety due to the security of the property of the City and securities requirements arising from Toronto Hydro Corporation's status as an offering corporation under the Business Corporations Act (Ontario), R.S.O. 1990, c.B.16, Toronto Hydro Corporation's status as a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c.S.5, and the application by the Ontario Securities Commission of National Instrument 51-102.

 

3.         City Council receive the "Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2013" in Attachment 10 to the report (June 17, 2014) from the City Manager.

 

4.         City Council receive the report "Executive Compensation Disclosure Toronto Hydro Corporation 2013", in Attachment 11(a) and Confidential Attachment 11(b) to the report (June 17, 2014) from the City Manager, and direct that Confidential Attachment 11(b) remain confidential in its entirety as it deals with personal information about identifiable individuals.

 

5.         City Council receive the "Toronto Hydro Annual Report 2013 Environmental Performance", in Attachment 12 to the report (June 17, 2014) from the City Manager.

 

6.         City Council refer the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2013 and 2012", included as part of Attachment 4 to the report (June 17, 2014) from the City Manager, to the Audit Committee for information.

 

7.         City Council authorize and direct the appropriate City Officials to take the necessary actions to give effect to City Council's decision.

 

Confidential Attachments 3, 7, 8 and 9 to the report (June 17, 2014) from the City Manager remain confidential in their entirety in accordance with the provisions of the City of Toronto Act, 2006, as they relate to the security of the property of the City and securities requirements arising from Toronto Hydro Corporation's status as an offering corporation under the Business Corporations Act (Ontario), R.S.O. 1990, c.B.16, Toronto Hydro Corporation's status as a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c.S.5, and the application by the Ontario Securities Commission of National Instrument 51-102.

 

Confidential Attachment 11(b) to the report (June 17, 2014) from the City Manager remains confidential in its entirety in accordance with the provisions of the City of Toronto Act, 2006, as it contains personal information about identifiable individuals.

Confidential Attachment - The security of the property of the municipality or local board and personal information about identifiable individuals

Background Information (Committee)

(June 17, 2014) Report from the City Manager on Toronto Hydro Corporation - Annual General Meeting and 2013 Audited Financial Statements
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70827.pdf
Attachment 1 - Toronto Hydro Corporation 2013 Annual Shareholder Meeting, Resolution of the Sole Shareholder - City of Toronto, Re-appointing Auditor
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70927.pdf
Attachment 2 - Toronto Hydro Corporation 2013 Annual Report, The Measure of Our Commitment
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70828.pdf
(March 19, 2014) Confidential Attachment 3 - Toronto Hydro Corporation Fourth Quarter 2013 Report to the Shareholder December 31, 2013
Attachment 4 - Toronto Hydro Corporation Annual Financial Report December 31, 2013
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70870.pdf
Attachment 5 - Toronto Hydro Corporation Ontario Securities Commission Form, Certification of Annual Filings - Chief Financial Officer and Chief Executive Officer
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70871.pdf
Attachment 6 - Toronto Hydro Corporation First Quarter Report March 31, 2014
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70872.pdf
Confidential Attachment 7 - Toronto Hydro Corporation December 31, 2013 Internal Financial Statements
Confidential Attachment 8 - Financial Statements Toronto Hydro-Electric System Limited December 31, 2013 and 2013
Confidential Attachment 9 - Financial Statements Toronto Hydro Energy Services Inc. December 31, 2013
Attachment 10 - Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2013
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70876.pdf
Attachment 11(a) Executive Compensation Disclosure, Toronto Hydro Corporation 2013
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70877.pdf
Confidential Attachment 11(b) Executive Compensation Disclosure, Toronto Hydro Corporation 2013
Attachment 12 - Toronto Hydro Annual Report, 2013 Environmental Performance
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70879.pdf

Motions (City Council)

Motion to Adopt Item (Carried)

Vote (Adopt Item) Jul-08-2014 5:45 PM

Result: Carried Majority Required - EX43.7 - Adopt the item
Total members that voted Yes: 37 Members that voted Yes are Paul Ainslie, Maria Augimeri, Ana Bailão, Michelle Berardinetti, Shelley Carroll, Raymond Cho, Gary Crawford, Janet Davis, Glenn De Baeremaeker, Frank Di Giorgio, Sarah Doucette, John Filion, Paula Fletcher, Mary Fragedakis, Mark Grimes, Norman Kelly, Mike Layton, Chin Lee, Peter Leon, Gloria Lindsay Luby, James Maloney, Josh Matlow, Pam McConnell, Mary-Margaret McMahon, Joe Mihevc, Denzil Minnan-Wong, Ron Moeser, Frances Nunziata (Chair), Cesar Palacio, John Parker, James Pasternak, Gord Perks, Ceta Ramkhalawansingh, Jaye Robinson, David Shiner, Michael Thompson, Kristyn Wong-Tam
Total members that voted No: 0 Members that voted No are
Total members that were Absent: 8 Members that were absent are Josh Colle, Vincent Crisanti, Mike Del Grande, Doug Ford, Rob Ford, Giorgio Mammoliti, Anthony Perruzza, Karen Stintz

EX43.7 - Toronto Hydro Corporation - Annual General Meeting and 2013 Audited Financial Statements

Decision Type:
ACTION
Status:
Adopted
Wards:
All

Confidential Attachment - The security of the property of the municipality or local board and personal information about identifiable individuals

Committee Recommendations

The Executive Committee recommends that:

 

1.         City Council consider that portion of the Council meeting at which the report (June 17, 2014) from the City Manager is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation by:

 

a.         Approving the "Toronto Hydro Corporation 2013 Annual Shareholder Meeting, Resolution of the Sole Shareholder – City of Toronto, Re-appointing Auditor" in Attachment 1 to the report (June 17, 2014) from the City Manager in order to re-appoint KPMG LLP, Chartered Accountants as the auditor for Toronto Hydro Corporation for 2014, and to authorize the Board of Directors of Toronto Hydro Corporation to fix the auditor's remuneration;

 

b.         Receiving the "Toronto Hydro Corporation 2013 Annual Report, The Measure of Our Commitment", in Attachment 2 to the report (June 17, 2014) from the City Manager;

 

c.         Receiving the "Toronto Hydro Corporation Fourth Quarter 2013 Report to the Shareholder December 31, 2013", in Confidential Attachment 3 to the report (June 17, 2014) from the City Manager;

 

d.         Receiving the "Toronto Hydro Corporation 2013 Annual Financial Report December 31, 2013", including the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2013 and 2012", the "Toronto Hydro Corporation Ontario Securities Commission Form, Certification of Filings – CFO and CEO", and the "Toronto Hydro Corporation First Quarter Report March 31, 2014", in Attachments 4, 5 and 6 respectively to the report (June 17, 2014) from the City Manager; and

 

e.         Receiving the "Toronto Hydro Corporation December 31, 2013 Internal Financial Statements", the "Financial Statements Toronto Hydro-Electric System Limited December 31, 2013", and the "Financial Statements Toronto Hydro Energy Services Inc. December 31, 2013", in Confidential Attachments 7, 8 and 9 respectively to the report (June 17, 2014) from the City Manager.

 

2.         City Council direct that Confidential Attachments 3, 7, 8 and 9 to the report (June 17, 2014) from the City Manager remain confidential in their entirety due to the security of the property of the City and securities requirements arising from Toronto Hydro Corporation's status as an offering corporation under the Business Corporations Act (Ontario), R.S.O. 1990, c.B.16, Toronto Hydro Corporation's status as a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c.S.5, and the application by the Ontario Securities Commission of National Instrument 51-102.

 

3.         City Council receive the "Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2013" in Attachment 10 to the report (June 17, 2014) from the City Manager.

 

4.         City Council receive the report "Executive Compensation Disclosure Toronto Hydro Corporation 2013", in Attachment 11(a) and Confidential Attachment 11(b) to the report (June 17, 2014) from the City Manager, and direct that Confidential Attachment 11(b) remain confidential in its entirety as it deals with personal information about identifiable individuals.

 

5.         City Council receive the "Toronto Hydro Annual Report 2013 Environmental Performance", in Attachment 12 to the report (June 17, 2014) from the City Manager.

 

6.         City Council refer the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2013 and 2012", included as part of Attachment 4 to the report (June 17, 2014) from the City Manager, to the Audit Committee for information.

 

7.         City Council authorize and direct the appropriate City Officials to take the necessary actions to give effect thereto.

Origin

(June 17, 2014) Report from the City Manager

Summary

This report contains recommendations pertaining to the actions necessary to comply with the requirements of the Business Corporations Act (Ontario), R.S.O. 1990, c.B.16 ("OBCA") for holding the Annual General Meeting of the Shareholder of Toronto Hydro Corporation ("THC") including receipt of Toronto Hydro Corporation's audited annual consolidated financial statements for 2013 and appointment of the auditor for Toronto Hydro Corporation for 2014.

 

This report also recommends for receipt at the Annual General Meeting of the Shareholder of Toronto Hydro Corporation, other reports provided by Toronto Hydro Corporation as required by the Amended and Restated Shareholder Direction Relating to Toronto Hydro Corporation ("Shareholder Direction") which, in addition to the OBCA requirements, include:

 

-                       Toronto Hydro Corporation's annual report;

-           Toronto Hydro Corporation's fourth quarter report to the Shareholder, internal financial statements and financial statements for its subsidiaries; Toronto Hydro Corporation has advised the City that Attachments 3, 7, 8 and 9 are confidential due to (a) the security of the property of the City, and (b) securities requirements arising from Toronto Hydro Corporation's status as an offering corporation under the OBCA, Toronto Hydro Corporation's status as a reporting issuer under the Securities Act (Ontario), R.S.O. 1990, c.S.5, and the application by the Ontario Securities Commission of National Instrument 51-102;

-                       Toronto Hydro Corporation 's Annual Information Form which is a public document published annually as required by the Ontario Securities Commission from Toronto Hydro Corporation as a public debt issuer;

-           Toronto Hydro Corporation 's disclosure of executive compensation in two parts, with the part in Attachment 11(b) being confidential as it includes personal information about identifiable individuals; and

-           Toronto Hydro Corporation 's report on environmental performance in relation to City objectives.

Background Information

(June 17, 2014) Report from the City Manager on Toronto Hydro Corporation - Annual General Meeting and 2013 Audited Financial Statements
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70827.pdf
Attachment 1 - Toronto Hydro Corporation 2013 Annual Shareholder Meeting, Resolution of the Sole Shareholder - City of Toronto, Re-appointing Auditor
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70927.pdf
Attachment 2 - Toronto Hydro Corporation 2013 Annual Report, The Measure of Our Commitment
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70828.pdf
(March 19, 2014) Confidential Attachment 3 - Toronto Hydro Corporation Fourth Quarter 2013 Report to the Shareholder December 31, 2013
Attachment 4 - Toronto Hydro Corporation Annual Financial Report December 31, 2013
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70870.pdf
Attachment 5 - Toronto Hydro Corporation Ontario Securities Commission Form, Certification of Annual Filings - Chief Financial Officer and Chief Executive Officer
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70871.pdf
Attachment 6 - Toronto Hydro Corporation First Quarter Report March 31, 2014
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70872.pdf
Confidential Attachment 7 - Toronto Hydro Corporation December 31, 2013 Internal Financial Statements
Confidential Attachment 8 - Financial Statements Toronto Hydro-Electric System Limited December 31, 2013 and 2013
Confidential Attachment 9 - Financial Statements Toronto Hydro Energy Services Inc. December 31, 2013
Attachment 10 - Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2013
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70876.pdf
Attachment 11(a) Executive Compensation Disclosure, Toronto Hydro Corporation 2013
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70877.pdf
Confidential Attachment 11(b) Executive Compensation Disclosure, Toronto Hydro Corporation 2013
Attachment 12 - Toronto Hydro Annual Report, 2013 Environmental Performance
https://www.toronto.ca/legdocs/mmis/2014/ex/bgrd/backgroundfile-70879.pdf

Motions

Motion to Adopt Item moved by Councillor Michael Thompson (Carried)
Source: Toronto City Clerk at www.toronto.ca/council