Item - 2022.EX34.30

The Executive Committee recommends that:

1. City Council, in its capacity as one of the Shareholders of Toronto Pan Am Sports Centre Inc. adopt and authorize the City Manager to sign the Resolutions of the Shareholders attached as Attachment 1 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer on behalf of the City that:

a. Financial Statements

The "Toronto Pan Am Sports Centre Inc. 2021 Annual Report, and the "Toronto Pan Am Sports Centre Inc. 2021 Audited Annual Financial Statements", including the auditor's report dated March 14, 2022, forming Attachments 2 and 3 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer are received;

b. Appointment of Auditors

Welch LLP are appointed as the Auditor of Toronto Pan Am Sports Centre Inc. for fiscal year 2022, and until the close of the next annual meeting of the Shareholders or until their successors are duly appointed, and the Board of Directors of Toronto Pan Am Sports Centre Inc. authorized to fix the remuneration of the Auditor; and

c. Confirmation of Proceedings

All by-laws, contracts, acts, proceedings, appointments, elections and payments of any director or officer of Toronto Pan Am Sports Centre Inc. that were enacted, made, done or taken since the last annual meeting of Shareholders of Toronto Pan Am Sports Centre Inc. are approved, ratified, sanctioned and confirmed.

2. City Council adopt and authorize the City Manager to sign the Resolutions of Shareholders forming Attachment 4 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer:

a. Ratifying and approving the 2022 Operating and Capital Budgets of Toronto Pan Am Sports Centre Inc. attached as Schedules A and B to Attachment 4 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer; and

b. Authorizing any two directors or officers to carry out the provisions of the resolutions passed by the Shareholders of Toronto Pan Am Sports Centre.

3. City Council direct the City Clerk to forward a copy of the "Toronto Pan Am Sports Centre Inc. 2021 Audited Annual Financial Statements", forming Attachment 3 to the report (June 27, 2022) from the City Manager and Chief Financial Officer and Treasurer, to the Audit Committee for information.

This report transmits materials submitted by the Board of Directors of the Toronto Pan Am Sports Centre (TPASC) to the City and recommends actions necessary to comply with the requirements of the Business Corporations Act, Ontario (OBCA) for holding the Annual General Meeting of the Shareholder of Toronto Pan Am Sports Centre Inc., including receipt of its Annual Report and Audited Financial Statements (Statements) for 2021 and appointment of the auditor for 2022. No independent review or analysis has been performed by City staff. Representatives from the Board of Directors for TPASC have confirmed all financial information was made available to the auditors for the performance of the audit.

This report contains recommendations to approve the 2022 operating and capital budgets of TPASC approved by the TPASC Board of Directors. Section 5.05(a) of the Unanimous Shareholders’ Agreement of the Corporation as of December 18, 2013, provides that the annual operating and capital budgets shall be considered and approved by the Board and subject to approval by the Shareholders of the Corporation. The City and the Governing Council of The University of Toronto are the two Shareholders of TPASC.

The requirements of the OBCA regarding the annual general meeting and the requirements of the Unanimous Shareholders’ Agreement regarding approval of the annual operating and capital budgets are being satisfied by written joint resolutions of the Shareholders, as provided in this report.

The OBCA provides that a resolution in writing signed by all the Shareholders entitled to vote on that resolution at a meeting of the Shareholders is as valid as if it had been passed at a meeting of the Shareholders; and a resolution in writing dealing with all matters required by the OBCA to be dealt with at an annual meeting of Shareholders, and signed by all the Shareholders entitled to vote at that meeting, satisfies all the requirements of the OBCA relating to that meeting of Shareholders.

TPASC's 2021 Statements were audited by Welch LPP and received an unqualified opinion stating that the financial statements present fairly, in all material respects, the financial position of the TPASC as of December 31, 2021, and its results of operations, for the year then ended, in accordance with Canadian Public Sector Accounting Standards.