Item - 2016.EX16.10

The Executive Committee recommends that:

1.  City Council treat that portion of the Council meeting at which the report (June 14, 2016) from the City Manager and the Deputy City Manager and Chief Financial Officer is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation by:

a.  adopting the recommendations of the "Toronto Hydro Corporation Report" dated May 24, 2016 in Attachment 1 to the report (June 14, 2016) from the City Manager and the Deputy City Manager and Chief Financial Officer in order to re-appoint KPMG LLP, Chartered Professional Accountants, as the auditor for Toronto Hydro Corporation for 2016 and until a successor is appointed, to authorize the Corporation’s Board of Directors to fix the auditor's remuneration, and to approve the amended By-law No. 1.1 of the Corporation as approved by the Board of Directors of Toronto Hydro Corporation at its March 2, 2016 meeting, forming Appendices A and B to Attachment 1 to the report (June 14, 2016) from the City Manager and the Deputy City Manager and Chief Financial Officer;

b.  receiving the "Toronto Hydro Corporation 2015 Annual Report, "Powering Progress", the "Toronto Hydro Corporation 2015 Annual Financial Report December 31, 2015" including "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2015 and 2014", the "Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2015", the "Toronto Hydro 2015 Environmental Performance Report", the "Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certification of Annual Filings" and the "Toronto Hydro Corporation First Quarter Report March 31, 2016", forming Attachments 2, 3, 4, 5, 6 and 12 respectively to the report (June 14, 2016) from the City Manager and the Deputy City Manager and Chief Financial Officer;

c.  receiving the "Toronto Hydro Corporation Report to the Shareholder for the year ended December 31, 2015", the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2015", the "Financial Statements Toronto Hydro-Electric System Limited December 31, 2015 and 2014", and the "Financial Statements Toronto Hydro Energy Services Inc. December 31, 2015 and 2014", forming Confidential Attachments 7, 8, 9 and 10 respectively to the report (June 14, 2016) from the City Manager and the Deputy City Manager and Chief Financial Officer;

d.  receiving the two-part report "Executive Compensation Disclosure Toronto Hydro Corporation 2015", forming Attachment 11(a) and Confidential Attachment 11(b) to the report (June 14, 2016) from the City Manager and the Deputy City Manager and Chief Financial Officer.

2.  City Council direct that Confidential Attachments 7, 8, 9 and 10 of the report (June 14, 2016) 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. 

3.  City Council direct that Confidential Attachment 11(b) of the report (June 14, 2016) 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.

4.  City Council refer the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2015 and 2014", included as part of Attachment 3 to the report (June 14, 2016) from the City Manager and the Deputy City Manager and Chief Financial Officer, to the Audit Committee for information.

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

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 2015 and appointment of the auditor for Toronto Hydro Corporation for 2016.

This report also contains recommendations 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 (THC) annual report and Toronto Hydro Corporation's report on environmental performance;

-  Toronto Hydro Corporation's report to the Shareholder, consolidated financial statements and financial statements for its subsidiaries. Note that 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 THC's status as an offering corporation under the OBCA, THC'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.