Item - 2021.EX25.13
Tracking Status
- City Council adopted this item on July 14, 2021 with amendments.
- This item was considered by Executive Committee on July 6, 2021 and was adopted with amendments. It will be considered by City Council on July 14, 2021.
EX25.13 - Toronto Hydro Corporation - Annual General Meeting and 2020 Audited Financial Statements
- Decision Type:
- ACTION
- Status:
- Amended
- Wards:
- All
City Council Decision
City Council on July 14, 15 and 16, 2021, adopted the following:
1. City Council treat the portion of the City Council meeting at which the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation, by:
a. approving the "Resolution of the Sole Shareholder Re-appointing Auditor" in Attachment 1 Appendix A to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer in order to re-appoint KPMG LLP as the auditor for Toronto Hydro Corporation for 2021 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. receiving the "Toronto Hydro Corporation 2020 Annual Report," "Toronto Hydro Corporation 2020 Annual Financial Report and Audited Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2020," "Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certifications of Annual Filings 2020," "Toronto Hydro Corporation First Quarter Financial Report 2021," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2020," forming Attachments 2a, 2b, 3, 5, 10 and 11 respectively to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer;
c. receiving the "Toronto Hydro Corporation Environmental Performance Report 2020," "2020 Toronto Hydro Environmental, Social Responsibility and Governance Report," and "2020 Toronto Hydro Environmental, Social Responsibility and Governance Metrics," forming Attachments 4a, 4b and 4c respectively to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer;
d. receiving the "Toronto Hydro Corporation Shareholder Report 2020, including Non-Consolidated Financial Statements 2020 and 2019," "Toronto Hydro-Electric System Limited Financial Statements 2020 and 2019," and "Toronto Hydro Energy Services Inc. Financial Statements 2020 and 2019," forming Confidential Attachments 7, 8 and 9 respectively to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer; and
e. receiving the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2020" forming Attachment 6a and Confidential Attachment 6b to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer.
2. City Council direct the City Manager to complete an independent external review of executive compensation policies and practices at the City of Toronto's Agencies and Corporations, including Toronto Hydro Corporation, as requested by City Council, and to report back by the fourth quarter of 2021.
3. City Council request the City Manager to include in the 2021 review of executive compensation for the City's Agencies and Corporations appropriate updates to the City's policy framework adopted by City Council in 2014, in accordance with current leading industry practice.
4. City Council direct the City Clerk to forward a copy of the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2020 and 2019," included as part of Attachment 2b to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information.
5. City Council receive the "Financial Impact of COVID-19 on Toronto Hydro Corporation's 2020 Year-End Results", forming Attachment 12 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer.
6. City Council direct that Confidential Attachments 7, 8 and 9 the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer 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.
7. City Council direct that Confidential Attachment 6b to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer remain confidential in its entirety, as it deals with personal information about identifiable individuals.
8. City Council direct that Confidential Attachment 2 to the supplementary report (July 13, 2021) from the City Manager and the City Solicitor remain confidential in its entirety, as it contains advice or communications that are subject to solicitor-client privilege.
Confidential Attachments 7, 8 and 9 the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer remain confidential in their entirety in accordance with the provisions of the City of Toronto Act, 2006, as they pertain 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 6b to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer remains confidential in its entirety in accordance with the provisions of the City of Toronto Act, 2006, as it deals with personal information about identifiable individuals.
Confidential Attachment 2 to the supplementary report (July 13, 2021) from the City Manager and the City Solicitor remains confidential in its entirety in accordance with the provisions of the City of Toronto Act, 2006, as it contains advice or communications that are subject to solicitor-client privilege.
Confidential Attachment - The security of property belonging to the City of Toronto or Toronto Hydro Corporation and personal matters about an identifiable person.
Background Information (Committee)
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168447.pdf
Attachment 1 - Toronto Hydro Corporation Report on the 2021 Annual Shareholder Meeting
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168448.pdf
Attachment 1 Appendix A - Resolution of the Shareholder Re-appointing Auditor
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168449.pdf
Attachment 2a - Toronto Hydro Corporation 2020 Annual Report
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168450.pdf
Attachment 2b - Toronto Hydro Corporation 2020 Annual Financial Report and Consolidated Financial Statements
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168451.pdf
Attachment 3 - Toronto Hydro Corporation Annual Information Form 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168452.pdf
Attachment 4a - Toronto Hydro Corporation Environmental Performance Report 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168453.pdf
Attachment 4b - Toronto Hydro Corporation 2020 Environmental, Social Responsibility and Governance Report
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168454.pdf
Attachment 4c - Toronto Hydro Corporation 2020 Environmental, Social Responsibility and Governance Metrics
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168455.pdf
Attachment 5 - Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certification of Annual Filings 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168456.pdf
Attachment 6a - Toronto Hydro Corporation Executive Compensation Disclosure 2020 (Part 1, Named Executive Officers)
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168457.pdf
Confidential Attachment 6b
Confidential Attachment 7
Confidential Attachment 8
Confidential Attachment 9
Attachment 10 - Toronto Hydro Corporation First Quarter Financial Report 2021
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168462.pdf
Attachment 11 - Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168463.pdf
Attachment 12 - Financial Impact of COVID-19 on Toronto Hydro Corporation's 2020 Year-End Results
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168464.pdf
Background Information (City Council)
https://www.toronto.ca/legdocs/mmis/2021/cc/bgrd/backgroundfile-169303.pdf
Attachment 1 - Summary of Guiding Principles in the Development of Senior Executive Compensation Policies
https://www.toronto.ca/legdocs/mmis/2021/cc/bgrd/backgroundfile-169304.pdf
Confidential Attachment 2
Motions (City Council)
That City Council adopt the following recommendation in the supplementary report (July 13, 2021) from the City Manager and the City Solicitor [EX25.13a]:
1. City Council direct the City Manager to complete the independent, external review of executive compensation policies and practices at City Agencies and Corporations, including Toronto Hydro Corporation, as requested by City Council, and report back by the fourth quarter of 2021.
2. City Council request the City Manager to include in the 2021 review of executive compensation for City Agencies and Corporations appropriate updates to the City's policy framework adopted by City Council in 2014, in accordance with current leading industry practice.
3. City Council direct that the confidential information contained in Confidential Attachment 2 remain confidential in its entirety as it contains advice or communications subject to solicitor-client privilege.
Vote (Amend Item (Additional)) Jul-15-2021 4:00 PM
Result: Carried | Majority Required - EX25.13 - Tory - motion 1 |
---|---|
Total members that voted Yes: 25 | Members that voted Yes are Paul Ainslie, Ana Bailão, Brad Bradford, Shelley Carroll, Mike Colle, Gary Crawford, Joe Cressy, John Filion, Paula Fletcher, Michael Ford, Mark Grimes, Stephen Holyday, Cynthia Lai, Mike Layton, Nick Mantas, Josh Matlow, Jennifer McKelvie, Denzil Minnan-Wong, Frances Nunziata (Chair), James Pasternak, Gord Perks, Anthony Perruzza, Michael Thompson, John Tory, Kristyn Wong-Tam |
Total members that voted No: 0 | Members that voted No are |
Total members that were Absent: 1 | Members that were absent are Jaye Robinson |
EX25.13 - Toronto Hydro Corporation - Annual General Meeting and 2020 Audited Financial Statements
- Decision Type:
- ACTION
- Status:
- Amended
- Wards:
- All
Confidential Attachment - The security of property belonging to the City of Toronto or Toronto Hydro Corporation and personal matters about an identifiable person.
Committee Recommendations
The Executive Committee recommends that:
1. City Council treat the portion of the City Council meeting at which the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation, by:
a. approving the "Resolution of the Sole Shareholder Re-appointing Auditor" in Attachment 1 Appendix A to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer in order to re-appoint KPMG LLP as the auditor for Toronto Hydro Corporation for 2021 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. receiving the "Toronto Hydro Corporation 2020 Annual Report," "Toronto Hydro Corporation 2020 Annual Financial Report and Audited Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2020," "Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certifications of Annual Filings 2020," "Toronto Hydro Corporation First Quarter Financial Report 2021," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2020," forming Attachments 2a, 2b, 3, 5, 10 and 11 respectively to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer;
c. receiving the "Toronto Hydro Corporation Environmental Performance Report 2020," "2020 Toronto Hydro Environmental, Social Responsibility and Governance Report," and "2020 Toronto Hydro Environmental, Social Responsibility and Governance Metrics," forming Attachments 4a, 4b and 4c respectively to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer;
d. receiving the "Toronto Hydro Corporation Shareholder Report 2020, including Non-Consolidated Financial Statements 2020 and 2019," "Toronto Hydro-Electric System Limited Financial Statements 2020 and 2019," and "Toronto Hydro Energy Services Inc. Financial Statements 2020 and 2019," forming Confidential Attachments 7, 8 and 9 respectively to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer; and
e. receiving the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2020" forming Attachment 6a and Confidential Attachment 6b to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer.
2. City Council direct that Confidential Attachments 7, 8 and 9 the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer 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 6b the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer 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, 2020 and 2019," included as part of Attachment 2b to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information.
5. City Council receive the "Financial Impact of COVID-19 on Toronto Hydro Corporation's 2020 Year-End Results", forming Attachment 12 to the report (June 21, 2021) from the City Manager and the Chief Financial Officer and Treasurer.
Decision Advice and Other Information
The Executive Committee directed the City Manager, in consultation with the City Solicitor, to report to the July 14 and 15, 2021 meeting of City Council with:
a. an update regarding previous directions concerning executive compensation and bonusing for Toronto Hydro, including:
i. recommendations on an appropriate salary and compensation cap, which will limit compensation, for all new executives hired by the Corporation; and
ii. opportunities respecting the provisions of currently existing contracts, to bring compensation in line with other City policies; and
b. recommendations to ensure that those previous directions are implemented to the fullest extent possible.
Origin
Summary
This report transmits materials submitted to the City by the Board of Directors of the Toronto Hydro Corporation (THC). City staff have performed limited review and analysis.
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 including receipt of Toronto Hydro Corporation's audited annual consolidated financial statements (Statements) for 2020 and appointment of the auditor for Toronto Hydro Corporation for 2021.
Toronto Hydro Corporation's 2020 Statements were audited by KPMG LLP and received an unqualified opinion stating that the financial statements present fairly, in all material respects, the THC financial position as at December 31, 2020 and the 2020 results of operations. The THCs financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). Limited review and analysis was performed by City staff.
This report contains recommendations for receipt at the Annual General Meeting of the Shareholder of information disclosing the individual compensation of executive officers employed by Toronto Hydro Corporation in 2020.
The report also responds to City Council's request to report the impact of COVID-19 on the 2020 financial statements, as well as any modifications to programs and initiatives to address the pandemic.
Background Information
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168447.pdf
Attachment 1 - Toronto Hydro Corporation Report on the 2021 Annual Shareholder Meeting
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168448.pdf
Attachment 1 Appendix A - Resolution of the Shareholder Re-appointing Auditor
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168449.pdf
Attachment 2a - Toronto Hydro Corporation 2020 Annual Report
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168450.pdf
Attachment 2b - Toronto Hydro Corporation 2020 Annual Financial Report and Consolidated Financial Statements
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168451.pdf
Attachment 3 - Toronto Hydro Corporation Annual Information Form 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168452.pdf
Attachment 4a - Toronto Hydro Corporation Environmental Performance Report 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168453.pdf
Attachment 4b - Toronto Hydro Corporation 2020 Environmental, Social Responsibility and Governance Report
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168454.pdf
Attachment 4c - Toronto Hydro Corporation 2020 Environmental, Social Responsibility and Governance Metrics
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168455.pdf
Attachment 5 - Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certification of Annual Filings 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168456.pdf
Attachment 6a - Toronto Hydro Corporation Executive Compensation Disclosure 2020 (Part 1, Named Executive Officers)
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168457.pdf
Confidential Attachment 6b
Confidential Attachment 7
Confidential Attachment 8
Confidential Attachment 9
Attachment 10 - Toronto Hydro Corporation First Quarter Financial Report 2021
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168462.pdf
Attachment 11 - Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2020
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168463.pdf
Attachment 12 - Financial Impact of COVID-19 on Toronto Hydro Corporation's 2020 Year-End Results
https://www.toronto.ca/legdocs/mmis/2021/ex/bgrd/backgroundfile-168464.pdf
Motions
That the Executive Committee direct the City Manager, in consultation with the City Solicitor, to report to the July 14 and 15, 2021 meeting of City Council with:
a. an update regarding previous directions concerning executive compensation and bonusing for Toronto Hydro, including:
i. recommendations on an appropriate salary and compensation cap, which will limit compensation, for all new executives hired by the Corporation; and
ii. opportunities respecting the provisions of currently existing contracts, to bring compensation in line with other City policies; and
b. recommendations to ensure that those previous directions are implemented to the fullest extent possible.