Item - 2015.EX6.4

The Executive Committee recommends that:

1.  City Council treat that portion of the Council meeting at which this report is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation by:

a.  approving the "Toronto Hydro Corporation 2014 Annual Shareholder Meeting, Resolution of the Sole Shareholder – City of Toronto, Re-appointing Auditor" forming Attachment 1 to the report (May 8, 2015) from the City Manager and the Deputy City Manager and Chief Financial Officer, in order to re-appoint KPMG LLP, Chartered Accountants as the auditor for Toronto Hydro Corporation for 2015, and to authorize the Board of Directors of Toronto Hydro Corporation to fix the auditor's remuneration;

b.  receiving the "Toronto Hydro Corporation 2014 Annual Report, Bringing Energy to Life", the "Toronto Hydro Corporation 2014 Annual Financial Report December 31, 2014" including "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2014 and 2013", the "Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2014", the "Toronto Hydro 2014 Environmental Performance Report", and the "Toronto Hydro Corporation CEO and CFO Certification of Annual Filings", forming Attachments 2, 3, 4, 5 and 6 respectively to the report (May 8, 2015) from the City Manager and the Deputy City Manager and Chief Financial Officer;

c.  receiving the "Toronto Hydro Corporation Fourth Quarter 2014 Report to the Shareholder December 31, 2014", the "Toronto Hydro Corporation Internal Consolidated Financial Statements December 31, 2014", the "Financial Statements Toronto Hydro-Electric System Limited December 31, 2014", and the "Financial Statements Toronto Hydro Energy Services Inc. December 31, 2014", forming Confidential Attachments 7, 8, 9 and 10 respectively to the report (May 8, 2015) from the City Manager and the Deputy City Manager and Chief Financial Officer; and

d.  receiving the two-part report "Executive Compensation Disclosure Toronto Hydro Corporation 2014", forming Attachment 11a and Confidential Attachment 11b to the report (May 8, 2015) from the City Manager and the Deputy City Manager and Chief Financial Officer.

2.  City Council receive the "Toronto Hydro Corporation First Quarter Report March 31, 2015", as attached to the report (May 19, 2015) from the Acting City Manager and the Deputy City Manager and Chief Financial Officer and forming Attachment 12 to the list of matters being considered at the Annual General Meeting of the Shareholder for Toronto Hydro Corporation.

3.  City Council direct that Confidential Attachments 7, 8, 9 and 10 to the report (May 8, 2015) from the City Manager and the Deputy City Manager and Chief Financial Officer 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.

4.  City Council direct that Confidential Attachment 11b to the report (May 8, 2015) from the City Manager and the Deputy City Manager and Chief Financial Officer remain confidential in its entirety as it deals with personal information about identifiable individuals.

5.  City Council direct the City Clerk to forward a copy of the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2014 and 2013", included as part of Attachment 3 to the report (May 8, 2015) from the City Manager and the Deputy City Manager and Chief Financial Officer, to the Audit Committee for information.

This report contains recommendations for 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 2014 and appointment of the auditor for Toronto Hydro Corporation for 2015.

This report also contains recommendations for receipt at the Annual General Meeting of the Shareholder of THC, 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 and Toronto Hydro Corporation's report on environmental performance;

-  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 7, 8, 9 and 10 are confidential 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 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, a public document published annually as required by the Ontario Securities Commission from Toronto Hydro Corporation as a public debt issuer; and

-  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.

This report contains a recommendation for receipt of supplementary information at the Annual General Meeting of the Shareholder of Toronto Hydro Corporation ("THC").  The supplementary information was approved by the Board of Directors of the Toronto Hydro Corporation after the deadline for submission by the City Manager of the report required for the Annual General Meeting of the Shareholder of the Toronto Hydro Corporation, and pertains to Toronto Hydro Corporation's First Quarter Report March 31, 2015.