Item - 2018.EX35.14

The Executive Committee recommends that:  

1.  City Council treat that portion of the City Council meeting at which the report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation, and in accordance with the proposed recommendations in the "Toronto Hydro Corporation Report on the 2017 Annual Shareholder Meeting" dated May 18, 2018 contained in Attachment 1 to report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer:

a.  approve the "Resolution of the Sole Shareholder Re-appointing Auditor" in Attachment 1 Appendix A to report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer in order to re-appoint KPMG LLP, Chartered Accountants, as the auditor for Toronto Hydro Corporation for 2018 until the close of the next annual meeting of the Shareholder, or until a successor is appointed, at such remuneration as may be fixed by the Corporation's Board;

 
b.  receive the "Toronto Hydro Corporation 2017 Annual Report - Energizing Growth and Innovation," the "Toronto Hydro Corporation 2017 Financial Report dated December 31, 2017 including Toronto Hydro Corporation's Audited Consolidated Financial Statements and the Auditors' Report," the "Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2017," the "Toronto Hydro Corporation 2017 Environmental Performance Report," the "Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certification of Annual Filings," the "Toronto Hydro Corporation First Quarter Financial Report dated March 31, 2018," and the "Toronto Hydro Corporation Statement of Remuneration and Expenses for Council Appointees for the Year Ended December 31, 2017," forming Attachments 2, 3, 4, 5, 6a, 6b, 12, and 13 respectively to the report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer;

 
c.  receive the "Toronto Hydro Corporation Report to the Shareholder for the Year Ended December 31, 2017," the "Toronto Hydro Corporation Non-Consolidated Financial Statements dated December 31, 2017," the "Financial Statements of Toronto Hydro-Electric System Limited dated December 31, 2017" and the Auditors' Report thereon, and the "Financial Statements of Toronto Hydro Energy Services Inc. dated December 31, 2017" and the Auditors' Report thereon, forming Confidential Attachments 7, 8, 9 and 10 respectively to the report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer; and

 
d.  receive the two-part report "Executive Compensation Disclosure Toronto Hydro Corporation 2017", forming Attachment 11a and Confidential Attachment 11b to the report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer.
 

2.  City Council direct that Confidential Attachments 7, 8, 9 and 10 to the report (June 5, 2018) from the Interim City Manager and the Interim 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 11b to the report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer remain confidential in its entirety as it deals with personal information about identifiable individuals.

 
4.  City Council direct the City Clerk to forward a copy of the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2017 and 2016", included as part of Attachment 3 to the report (June 5, 2018) from the Interim City Manager and the Interim Chief Financial Officer, to the Audit Committee for information.

The Executive Committee directed the City Manager to conduct a gap analysis comparing executive salaries and compensation provided by Toronto Hydro Corporation with similar publicly-owned municipal utilities, including details of those comparators and the methodology used, and include responses to prior Executive Committee requests on a review of executive compensations as per Items EX30.10 and EX30.35, and report to the Executive Committee by the end of the first quarter of 2019.

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 2017 and appointment of the auditor for Toronto Hydro Corporation for 2018.

This report also contains recommendations for receipt at the Annual General Meeting of the Shareholder of Toronto Hydro Corporation of 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 Ontario Business Corporations Act requirements, include:

- Toronto Hydro Corporation's annual report, environmental performance report and annual information form;

- Toronto Hydro Corporation's report to the Shareholder, consolidated and non-consolidated financial statements and financial statements for its subsidiary companies. 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 Toronto Hydro Corporation's status as an offering corporation under the Ontario Business Corporations Act, 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; and

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