Item - 2022.EX34.31

Tracking Status

  • City Council adopted this item on July 19, 2022 with amendments.
  • This item was considered by the Executive Committee on July 12, 2022 and adopted without amendment. It will be considered by City Council on July 19, 2022.

EX34.31 - Toronto Hydro Corporation - Annual General Meeting and 2021 Audited Financial Statements

Decision Type:
ACTION
Status:
Amended
Wards:
All

City Council Decision

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. 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.

Confidential Attachment - Some attachments to this report involve the security of property belonging to the City of Toronto or Toronto Hydro Corporation. This report deals with personal matters about an identifiable person.

Background Information (Committee)

(June 27, 2022) Report from the City Manager and Chief Financial Officer and Treasurer on Toronto Hydro Corporation - Annual General Meeting and 2021 Audited Financial Statements
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228220.pdf
Attachment 1a - Toronto Hydro Corporation Report on the 2022 Annual Shareholder Meeting
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228221.pdf
Attachment 1b - Resolution of the Shareholder Re-appointing Auditor
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228222.pdf
Attachment 2a - Toronto Hydro Corporation 2021 Annual Report
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228223.pdf
Attachment 2b - Toronto Hydro Corporation 2021 Annual Financial Report and Consolidated Financial Statements
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228224.pdf
Attachment 3 - Toronto Hydro Corporation Annual Information Form 2021
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228225.pdf
Attachment 4a - Toronto Hydro Corporation Environmental Performance Report 2021
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228226.pdf
Attachment 4b - Toronto Hydro Corporation 2021 Environmental, Social Responsibility and Governance Report
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228227.pdf
Attachment 4c - Toronto Hydro Corporation 2021 Environmental, Social Responsibility and Governance Metrics
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228228.pdf
Attachment 5 - Toronto Hydro Corporation CEO and CFO Certification of Annual Filings 2021
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228229.pdf
Attachment 6 - Toronto Hydro Corporation Executive Compensation Disclosure 2021 (Part 1, NEOs)
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228230.pdf
Attachment 7 - Toronto Hydro Corporation First Quarter Financial Report 2022
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228243.pdf
Attachment 8a - Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2021 (Form 1)
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228244.pdf
Attachment 8b - Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2021 (Form 2)
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228245.pdf
Confidential Attachment 1 - Toronto Hydro Corporation Executive Compensation Disclosure 2021 (Part 2, All Executives)
Confidential Attachment 2 - Toronto Hydro Corporation Shareholder Report 2021, including Non-Consolidated Financial Statements
Confidential Attachment 3 - THESL Financial Statements 2021 and 2020
Confidential Attachment 4 - THESI Financial Statements 2021 and 2020

Motions (City Council)

1 - Motion to Amend Item (Additional) moved by Councillor Gord Perks (Carried)

That: 

 

1. 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.

Vote (Amend Item (Additional)) Jul-20-2022 4:12 PM

Result: Carried Majority Required - EX34.31 - Perks - motion 1
Total members that voted Yes: 20 Members that voted Yes are Paul Ainslie, Ana Bail„o, Brad Bradford, Robin Buxton Potts, Shelley Carroll, Mike Colle, Gary Crawford, John Filion, Stephen Holyday, Cynthia Lai, Mike Layton, Nick Mantas, Jennifer McKelvie, Joe Mihevc, Denzil Minnan-Wong, Frances Nunziata (Chair), James Pasternak, Gord Perks, Michael Thompson, John Tory
Total members that voted No: 1 Members that voted No are Mark Grimes
Total members that were Absent: 4 Members that were absent are Paula Fletcher, Josh Matlow, Anthony Perruzza, Jaye Robinson

Motion to Adopt Item as Amended (Carried)

Point of Order by Councillor Gord Perks

Councillor Perks on a Point of Order, stated that Councillor Grimes' motion to refer the Item is effectively defeating his motion and the Item, and asked the Speaker to rule it out of order.


Point of Order by Councillor Mark Grimes

Councillor Grimes, on a Point of Order, stated that he would like the Item held down.

Ruling by Councillor Frances Nunziata
Speaker Nunziata accepted the Points of Order and ruled that the Item be held down.

EX34.31 - Toronto Hydro Corporation - Annual General Meeting and 2021 Audited Financial Statements

Decision Type:
ACTION
Status:
Adopted
Wards:
All

Confidential Attachment - Some attachments to this report involve the security of property belonging to the City of Toronto or Toronto Hydro Corporation. This report deals with 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 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. 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.

Origin

(June 27, 2022) Report from the City Manager and Chief Financial Officer and Treasurer

Summary

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. 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.

Background Information

(June 27, 2022) Report from the City Manager and Chief Financial Officer and Treasurer on Toronto Hydro Corporation - Annual General Meeting and 2021 Audited Financial Statements
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228220.pdf
Attachment 1a - Toronto Hydro Corporation Report on the 2022 Annual Shareholder Meeting
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228221.pdf
Attachment 1b - Resolution of the Shareholder Re-appointing Auditor
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228222.pdf
Attachment 2a - Toronto Hydro Corporation 2021 Annual Report
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228223.pdf
Attachment 2b - Toronto Hydro Corporation 2021 Annual Financial Report and Consolidated Financial Statements
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228224.pdf
Attachment 3 - Toronto Hydro Corporation Annual Information Form 2021
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228225.pdf
Attachment 4a - Toronto Hydro Corporation Environmental Performance Report 2021
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228226.pdf
Attachment 4b - Toronto Hydro Corporation 2021 Environmental, Social Responsibility and Governance Report
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228227.pdf
Attachment 4c - Toronto Hydro Corporation 2021 Environmental, Social Responsibility and Governance Metrics
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228228.pdf
Attachment 5 - Toronto Hydro Corporation CEO and CFO Certification of Annual Filings 2021
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228229.pdf
Attachment 6 - Toronto Hydro Corporation Executive Compensation Disclosure 2021 (Part 1, NEOs)
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228230.pdf
Attachment 7 - Toronto Hydro Corporation First Quarter Financial Report 2022
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228243.pdf
Attachment 8a - Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2021 (Form 1)
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228244.pdf
Attachment 8b - Toronto Hydro Corporation Statement of Board Remuneration and Expenses 2021 (Form 2)
https://www.toronto.ca/legdocs/mmis/2022/ex/bgrd/backgroundfile-228245.pdf
Confidential Attachment 1 - Toronto Hydro Corporation Executive Compensation Disclosure 2021 (Part 2, All Executives)
Confidential Attachment 2 - Toronto Hydro Corporation Shareholder Report 2021, including Non-Consolidated Financial Statements
Confidential Attachment 3 - THESL Financial Statements 2021 and 2020
Confidential Attachment 4 - THESI Financial Statements 2021 and 2020

Motions

1 - Motion to Adopt Item moved by Councillor Jennifer McKelvie (Carried)
Source: Toronto City Clerk at www.toronto.ca/council