Item - 2019.EX7.10

The Executive Committee recommends that: 

1.  City Council treat the portion of the City Council meeting at which the report (June 19, 2019) 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 (June 19, 2019) 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 2019 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 2018 Annual Report, Financial Report, and Consolidated Financial Statements," the "Toronto Hydro Corporation Annual Information Form 2018," the "Toronto Hydro Corporation Environmental Performance Report 2018," the "Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certifications of Annual Filings 2018," the "Toronto Hydro Corporation First Quarter Financial Report 2019," and the "Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2018," forming Attachments 2, 3, 4, 5, 10, and 11 respectively to the report (June 19, 2019) from the City Manager and the Chief Financial Officer and Treasurer;

c.  receive the "Toronto Hydro Corporation Shareholder Report 2018, including Non-Consolidated Financial Statements," the "Toronto Hydro-Electric System Limited Financial Statements 2018 and 2017," and the "Toronto Hydro Energy Services Inc. Financial Statements 2018 and 2017," forming Confidential Attachments 7, 8 and 9 respectively to the report (June 19, 2019) from the City Manager and the Chief Financial Officer and Treasurer; and

d.  receive the two-part report "Toronto Hydro Corporation Executive Compensation Disclosure 2018" forming Attachment 6a and Confidential Attachment 6b to the report (June 19, 2019) from the City Manager and the Chief Financial Officer and Treasurer.

2.  City Council direct that Confidential Attachment 6b to report (June 19, 2019) 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.

3.  City Council direct that Confidential Attachments 7, 8, and 9 to the report (June 19, 2019) 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.

4.  City Council direct the City Clerk to forward a copy of the "Toronto Hydro Corporation Consolidated Financial Statements December 31, 2018 and 2017", included as part of Attachment 2 to the report (June 19, 2019) from the City Manager and the Chief Financial Officer and Treasurer, to the Audit Committee for information.

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 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 2018 and appointment of the auditor for Toronto Hydro Corporation for 2019.

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 Business Corporations Act, (Ontario) R.S.O. 1990, c.B.16 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, and 9 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 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; and

- Toronto Hydro Corporation's disclosure of executive compensation in two parts, with the part in Attachment 6b being confidential as it includes personal information about identifiable individuals.
 

Toronto Hydro Corporation's Shareholder Direction can be found at https://www.toronto.ca/wp-content/uploads/2018/12/8cdc-THC-Shareholder-Direction-Executed-2013-Amended-2017.pdf

Subsection 94 (1) of the Business Corporations Act, (Ontario) R.S.O. 1990, c.B.16 requires that the directors of Toronto Hydro Corporation call an annual meeting of its Shareholder by no later than fifteen months after holding the last preceding annual meeting, which was held by City Council at its meeting of July 23, 24, 25, 26, 27 and 30, 2018.