Item - 2023.EX6.19

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.

2.  City Council approve and adopt the shareholder resolution attached as Attachment 2 to the letter (June 26, 2023) from the Board of Directors of Toronto Hydro Corporation in order to re-appoint the auditor of Toronto Hydro Corporation to hold office until the close of the next annual meeting of the shareholder and to authorize the Directors of the Toronto Hydro Corporation to fix the auditor's remuneration. 

3. City Council approve and adopt the shareholder resolution attached as Attachment 3 to the letter (June 26, 2023) from the Board of Directors of Toronto Hydro Corporation to approve the amended Toronto Hydro Corporation By-Law 1.1.

3. City Council receive the following documents for information:

a. Attachment 1a – Toronto Hydro Corporation 2022 Annual Report;

b. Attachment 1b – Toronto Hydro Corporation 2022 Climate Action Status Report;

c. Attachment 4 – Toronto Hydro Corporation 2022 Annual Financial Report for the Year Ended December 31, 2022 including Toronto Hydro Corporation’s audited consolidated financial statements for 2021 and the auditor's report related thereto; 

d. Attachment 5 – Toronto Hydro Corporation Annual Information Form for the Year Ended December 31, 2022; 

e. Attachment 6 – Toronto Hydro Corporation 2022 Environmental Performance Report; 

f. Attachment 7 – Toronto Hydro 2022 Environment, Social and Governance Report; 

g. Attachment 8 – Toronto Hydro Corporation Chief Executive Officer and Chief Financial Officer Certification of Annual Filings; 

h. Confidential Attachment 9a - Executive Compensation Disclosure of Toronto Hydro Corporation 

for 2022 (Part 1, NEO’s); 

 i. Confidential Attachment 9b – Executive Compensation Disclosure of Toronto Hydro Corporation for 2022 (Part 2, All);

j. revised Confidential Attachment 10 – Toronto Hydro Corporation Report to the Shareholder for the Year Ended December 31, 2022 and Toronto Hydro Corporation Non-Consolidated Financial Statements dated December 31, 2022; 

k. Confidential Attachment 11 - Financial Statements of Toronto Hydro-Electric System Limited for the Years Ended December 31, 2022 and December 31, 2021; 

l. Confidential Attachment 12 - Financial Statements of Toronto Hydro Energy Services Inc. for the Years Ended December 31, 2022 and December 31, 2021; 

m. Attachment 13 – Toronto Hydro Corporation’s First Quarter Report for the Quarter Ended March 31, 2023 including Toronto Hydro Corporation’s unaudited consolidated financial statements for the first quarter of 2023; and  

n. Attachments 14a and 14b - Statement of Remuneration and Expenses for Council Appointees for the Year Ended December 31, 2022.

4. City Council direct that Confidential Attachments 9a and 9b to the letter (June 26, 2023) from the Board of Directors of Toronto Hydro Corporation remain confidential in their entirety as they deal with personal information about identifiable individuals.

5. City Council direct that Confidential Attachments 10, 11 and 12 to the letter (June 26, 2023) from the Board of Directors of Toronto Hydro Corporation 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.

6. City Council authorize and direct appropriate City officials to take the necessary action to give effect to Council's decision.

The City of Toronto is the sole shareholder of THC. THC is a holding company which wholly- owns two subsidiaries:

1. Toronto Hydro-Electric System Limited, which distributes electricity; and 

2. Toronto Hydro Energy Services Inc., which provides street lighting and expressway 

lighting services in the City. 

Toronto Hydro Corporation (THC) pays the City dividends, calculated based on 60% of the prior year's net income after net movements in regulatory balances, in accordance with the City of Toronto’s Amended and Restated Shareholder Direction Relating to Toronto Hydro Corporation (the “Shareholder Direction”) to Toronto Hydro Corporation (THC), subject to legal requirements. Toronto Hydro Corporation (THC) paid the City $84.6 million in dividends in 2022, along with a first quarter dividend of $24.6 million for 2023. 

Additional information in respect of 2022 fiscal year operations can be found in Toronto Hydro Corporation's (THC’s) 2022 Annual Report, including a summary of highlights, customer service level achievements and information in respect of the delivery of Toronto Hydro Corporation's (THC’s) capital program.