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←Executive Committee · 2022-07-12 · 2022.EX34.31

The filed record

Toronto Hydro Corporation - Annual General Meeting and 2021 Audited Financial Statements

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The decision

2022-07-19 · Toronto City Council · amended

As filed

City Council on July 19, 20, 21 and 22, 2022, adopted the following: 1. City Council treat the portion of the City Council meeting at which the report (June 27, 2022) 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 1b to the report (June 27, 2022) 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 2022 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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receiving the "Toronto Hydro Corporation 2021 Annual Report," "Toronto Hydro Corporation 2021 Annual Financial Report and Audited Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2021," "Toronto Hydro Corporation CEO and CFO Certifications of Annual Filings 2021," "Toronto Hydro Corporation First Quarter Financial Report 2022," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2021," forming Attachments 2a, 2b, 3, 5, 7, 8a and 8b respectively to the report (June 27, 2022) from the City Manager and the Chief Financial Officer and Treasurer; c. receiving the "Toronto Hydro Corporation Environmental Performance Report 2021," "2021 Toronto Hydro Environmental, Social Responsibility and Governance Report," and "2021 Toronto Hydro Environmental, Social Responsibility and Governance Metrics," forming Attachments 4a, 4b and 4c respectively to the report (June 27, 2022) from the City Manager and the Chief Financial Officer and Treasurer; d. receiving the "Toronto Hydro Corporation Shareholder Report 2021, including Non-Consolidated Financial Statements 2021 and 2020," "Toronto Hydro-Electric System Limited Financial Statements 2021 and 2020," and "Toronto Hydro Energy Services Inc. Financial Statements 2021 and 2020," forming Confidential Attachments 2, 3 and 4 respectively to the report (June 27, 2022) from the City Manager and the Chief Financial Officer and Treasurer; and e. receiving the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2021" forming Attachment 6 and Confidential Attachment 1 to the report (June 27, 2022) from the City Manager and the Chief Financial Officer and Treasurer. 2. City Council, as Shareholder, direct Toronto Hydro to refrain from amending its current compensation policies or amending the base or incentive compensation provisions of its existing employment contracts with the Chief Executive Officer and the senior executives reporting directly to the Chief Executive Officer (Senior Executives) or from hiring any new permanent Senior Executives until such time as City Council has considered the issue of executive compensation for all its agencies and corporations. 3. City Council direct that Confidential Attachment 1 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer remain confidential in its entirety as it deals with personal information about identifiable individuals. 4. City Council direct that Confidential Attachments 2, 3 and 4 to the report (June 27, 2022) from the City Manager and 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. 5. City Council direct the City Clerk to forward a copy of the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2021 and 2020," included as part of Attachment 2b to the report (June 27, 2022) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information. Confidential Attachment 1 to the report (June 27, 2022) 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 2, 3, and 4 to the report (June 27, 2022) 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.

The vote

Amend Item (Additional) · Carried, 20-1

For (20)Ana Bailão, Brad Bradford, Cynthia Lai, Denzil Minnan-Wong, Frances Nunziata, Gary Crawford, Gord Perks, James Pasternak, Jennifer McKelvie, Joe Mihevc, John Filion, John Tory, Michael Thompson, Mike Colle, Mike Layton, Nick Mantas, Paul Ainslie, Robin Buxton Potts, Shelley Carroll, Stephen Holyday
Against (1)Mark Grimes
Absent (4)Anthony Perruzza, Jaye Robinson, Josh Matlow, Paula Fletcher
The whole record, all 25 members

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On the agenda

As the city filed it

This report transmits materials submitted to the City by the Board of Directors of the Toronto Hydro Corporation (THC). No independent review or analysis has been performed by City staff. Management of THC has confirmed all financial information was made available to the auditors for the performance of the audit. This report contains recommendations for actions necessary to comply with the requirements of the Business Corporations Act, (Ontario) R.S.O.

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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 2021 and appointment of the auditor for Toronto Hydro Corporation for 2022. Toronto Hydro Corporation's 2021 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, 2021 and the 2021 results of operations. The THCs financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS). 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 2021.

Staff recommended

The City Manager and 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, by: a. approving the "Resolution of the Sole Shareholder Re-appointing Auditor" in Attachment 1b in order to re-appoint KPMG LLP as the auditor for Toronto Hydro Corporation for 2022 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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receiving the "Toronto Hydro Corporation 2021 Annual Report," "Toronto Hydro Corporation 2021 Annual Financial Report and Audited Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2021," "Toronto Hydro Corporation CEO and CFO Certifications of Annual Filings 2021," "Toronto Hydro Corporation First Quarter Financial Report 2022," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2021," forming Attachments 2a, 2b, 3, 5, 7, 8a and 8b respectively to this report; c. receiving the "Toronto Hydro Corporation Environmental Performance Report 2021," "2021 Toronto Hydro Environmental, Social Responsibility and Governance Report," and "2021 Toronto Hydro Environmental, Social Responsibility and Governance Metrics," forming Attachments 4a, 4b and 4c respectively to this report; d. receiving the "Toronto Hydro Corporation Shareholder Report 2021, including Non-Consolidated Financial Statements 2021 and 2020," "Toronto Hydro-Electric System Limited Financial Statements 2021 and 2020," and "Toronto Hydro Energy Services Inc. Financial Statements 2021 and 2020," forming Confidential Attachments 2, 3 and 4 respectively to this report; and e. receiving the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2021" forming Attachment 6 and Confidential Attachment 1 to this report. 2. City Council direct that Confidential Attachment 1 remain confidential in its entirety as it deals with personal information about identifiable individuals. 3. City Council direct that Confidential Attachments 2, 3, and 4 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 the City Clerk to forward a copy of the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2021 and 2020," included as part of Attachment 2b to this report, to the Audit Committee for information.

Considered

  • 2022-07-12 · Executive Committee · adopted

    Decision as filed

    The Executive Committee recommends 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, by: a. approving the "Resolution of the Sole Shareholder Re-appointing Auditor" in Attachment 1b to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer in order to re-appoint KPMG LLP as the auditor for Toronto Hydro Corporation for 2022 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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    receiving the "Toronto Hydro Corporation 2021 Annual Report," "Toronto Hydro Corporation 2021 Annual Financial Report and Audited Consolidated Financial Statements," "Toronto Hydro Corporation Annual Information Form 2021," "Toronto Hydro Corporation CEO and CFO Certifications of Annual Filings 2021," "Toronto Hydro Corporation First Quarter Financial Report 2022," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2021," forming Attachments 2a, 2b, 3, 5, 7, 8a and 8b respectively to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer; c. receiving the "Toronto Hydro Corporation Environmental Performance Report 2021," "2021 Toronto Hydro Environmental, Social Responsibility and Governance Report," and "2021 Toronto Hydro Environmental, Social Responsibility and Governance Metrics," forming Attachments 4a, 4b and 4c respectively to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer; d. receiving the "Toronto Hydro Corporation Shareholder Report 2021, including Non-Consolidated Financial Statements 2021 and 2020," "Toronto Hydro-Electric System Limited Financial Statements 2021 and 2020," and "Toronto Hydro Energy Services Inc. Financial Statements 2021 and 2020," forming Confidential Attachments 2, 3 and 4 respectively to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer; and e. receiving the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2021" forming Attachment 6 and Confidential Attachment 1 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer. 2. City Council direct that Confidential Attachment 1 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer remain confidential in its entirety as it deals with personal information about identifiable individuals. 3. City Council direct that Confidential Attachments 2, 3, and 4 to the report (June 27, 2022) from the City Manager and 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. 4. City Council direct the City Clerk to forward a copy of the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2021 and 2020," included as part of Attachment 2b to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer, to the Audit Committee for information.

  • 2022-07-19 · Toronto City Council · amended

On the record

The item as the City filed it

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