Toronto Hydro Corporation - Annual General Meeting and 2019 Audited Financial Statements

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The decision

2020-09-30 · Toronto City Council · adopted

As filed

City Council on September 30, October 1 and 2, 2020, adopted the following: 1. City Council treat the portion of the City Council meeting at which the report (September 9, 2020) 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, and: a. approve the "Resolution of the Sole Shareholder Re-appointing Auditor"

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in Attachment 1 Appendix A to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer in order to re-appoint KPMG LLP, Chartered Accountants, as the auditor for Toronto Hydro Corporation for 2020 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 2019 Annual Report," "Toronto Hydro Corporation 2019 Annual Financial Report, and Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2019," "Toronto Hydro Corporation Environmental Performance Report 2019," "Toronto Hydro Corporation CEO and CFO Certifications of Annual Filings 2019," the "Toronto Hydro Corporation First Quarter Financial Report 2020," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2019," forming Attachments 2a, 2b, 3, 4, 5, 10, and 11 respectively to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer; c. receive the "Toronto Hydro Corporation Shareholder Report 2019, including Non-Consolidated Financial Statements," "Toronto Hydro-Electric System Limited Financial Statements 2019 and 2018," and "Toronto Hydro Energy Services Inc. Financial Statements 2019 and 2018," forming Confidential Attachments 7, 8 and 9 respectively to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer; and d. receive the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2019" forming Attachment 6a and Confidential Attachment 6b to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer. 2. City Council direct that Confidential Attachments 7, 8 and 9 to the report (September 9, 2020) 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 to the report (September 9, 2020) 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, 2019 and 2018", included as part of Attachment 2b to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information. 5. City Council, as Shareholder, direct the Board of Toronto Hydro Corporation, in consultation with the City of Toronto's Chief Financial Officer and Treasurer, to bring forward a report on the impacts of COVID-19 on Corporation Operating and Capital Budgets and operations, detailing any modifications to their programs and initiatives to address COVID-19, to City Council through Executive Committee, by the first quarter of 2021. Confidential Attachment 6b to the report (September 9, 2020) 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 relates to personal information about identifiable individuals. Confidential Attachments 7, 8 and 9 to the report (September 9, 2020) 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.

On the agenda

As the city filed it

This report transmits materials submitted by the Board of Directors of Toronto Hydro Corporation to the City. No independent review or analysis has been performed by City staff. 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 for 2019 and appointment of the auditor for Toronto Hydro Corporation for 2020.

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In light of the state of emergency that was declared in Ontario in response to the COVID-19 pandemic, the deadline to hold annual meetings of shareholders for OBCA corporations was temporarily extended through the addition of Part XIX to the OBCA. With the Ontario declaration of emergency having come to an end on July 24, 2020, the extended meeting deadlines for OBCA incorporated companies that were required to hold annual meetings on or before July 24, 2020 now have until October 22, 2020 to hold their annual meetings. This report also 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 2019.

Staff recommended

The City Manager and the Chief Financial Officer and Treasurer recommend that: 1. City Council treat the portion of the City Council meeting at which this Report is being considered as the Annual General Meeting of the Shareholder for Toronto Hydro Corporation, and: a. approve the "Resolution of the Sole Shareholder Re-appointing Auditor" in Attachment 1 Appendix A in order to re-appoint KPMG LLP, Chartered Accountants, as the auditor for Toronto Hydro Corporation for 2020 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.

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receive the "Toronto Hydro Corporation 2019 Annual Report," "Toronto Hydro Corporation 2019 Annual Financial Report, and Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2019," "Toronto Hydro Corporation Environmental Performance Report 2019," "Toronto Hydro Corporation CEO and CFO Certifications of Annual Filings 2019," the "Toronto Hydro Corporation First Quarter Financial Report 2020," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2019," forming Attachments 2a, 2b, 3, 4, 5, 10, and 11 respectively to this Report; c. receive the "Toronto Hydro Corporation Shareholder Report 2019, including Non-Consolidated Financial Statements," "Toronto Hydro-Electric System Limited Financial Statements 2019 and 2018," and "Toronto Hydro Energy Services Inc. Financial Statements 2019 and 2018," forming Confidential Attachments 7, 8 and 9 respectively to this Report; and d. receive the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2019" forming Attachment 6a and Confidential Attachment 6b to this Report. 2. City Council direct that Confidential Attachments 7, 8, and 9 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 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, 2019 and 2018", included as part of Attachment 2b to this Report, to the Audit Committee for information. 5. City Council, as Shareholder, direct the Board of Toronto Hydro Corporation, in consultation with the City of Toronto's Chief Financial Officer and Treasurer, to bring forward a report on the impacts of COVID-19 on Corporation operating and capitals budgets and operations, detailing any modifications to their programs and initiatives to address COVID-19, to City Council through Executive Committee, by the first quarter of 2021.

Considered

2020-09-23 · Executive Committee · adopted
Decision as filed
The Executive Committee recommends that: 1. City Council treat the portion of the City Council meeting at which the report (September 9, 2020) 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, and: a. approve the "Resolution of the Sole Shareholder Re-appointing Auditor" in Attachment 1 Appendix A to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer in order to re-appoint KPMG LLP, Chartered Accountants, as the auditor for Toronto Hydro Corporation for 2020 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.
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receive the "Toronto Hydro Corporation 2019 Annual Report," "Toronto Hydro Corporation 2019 Annual Financial Report, and Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2019," "Toronto Hydro Corporation Environmental Performance Report 2019," "Toronto Hydro Corporation CEO and CFO Certifications of Annual Filings 2019," the "Toronto Hydro Corporation First Quarter Financial Report 2020," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2019," forming Attachments 2a, 2b, 3, 4, 5, 10, and 11 respectively to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer; c. receive the "Toronto Hydro Corporation Shareholder Report 2019, including Non-Consolidated Financial Statements," "Toronto Hydro-Electric System Limited Financial Statements 2019 and 2018," and "Toronto Hydro Energy Services Inc. Financial Statements 2019 and 2018," forming Confidential Attachments 7, 8 and 9 respectively to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer; and d. receive the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2019" forming Attachment 6a and Confidential Attachment 6b to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer. 2. City Council direct that Confidential Attachments 7, 8 and 9 to the report (September 9, 2020) 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 to the report (September 9, 2020) 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, 2019 and 2018", included as part of Attachment 2b to the report (September 9, 2020) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information. 5. City Council, as Shareholder, direct the Board of Toronto Hydro Corporation, in consultation with the City of Toronto's Chief Financial Officer and Treasurer, to bring forward a report on the impacts of COVID-19 on Corporation Operating and Capital Budgets and operations, detailing any modifications to their programs and initiatives to address COVID-19, to City Council through Executive Committee, by the first quarter of 2021.
2020-09-30 · Toronto City Council · adopted

On the record

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