Board of Directors 

REPORT TOOLS

  • David McFadden (Chair)
  • Brian Chu (Vice-Chair)
  • Paul Ainslie
  • Stephen Holyday
  • Tamara Kronis
  • Denzil Minnan-Wong
  • Michael Nobrega
  • Mary Ellen Richardson
  • Howard Wetston
  • Heather Zordel
  • David D. Hay
  • Case Ootes
  • Mario Silva

CORPORATE GOVERNANCE

The Corporation has developed sound corporate governance practices. The Corporation’s Board of Directors and management believe that strong corporate governance is essential for creating shareholder value and maintaining investor confidence.


BOARD OF DIRECTORS

The Board of Directors of the Corporation is responsible for supervising the management of the business and affairs of the Corporation and its subsidiary entities. The Board of Directors of the Corporation is composed of eight independent directors and three city councillors. All directors are appointed by the sole shareholder of the Corporation. The Board of Directors has four regularly scheduled meetings each year but meets as often as is necessary to fulfill its responsibilities to the Corporation.

The Board of Directors has put in place a system of corporate governance that meets the requirements of applicable provincial legislation and Canadian securities rules. As part of its ongoing commitment to good corporate governance, the Board of Directors operates in accordance with a board mandate, and its committees operate in accordance with committee charters, which are all reviewed and approved by the Board of Directors.

The members of the Corporation’s Board of Directors as of December 31, 2016 are introduced here. The description indicates committee and subsidiary Boards of Directors’ participation. There was one vacancy on the Board of Directors as of December 31, 2016.

Effective May 4, 2016, the City, as the sole shareholder of the Corporation, appointed Michael Nobrega to the Board of Directors. The appointment is effective for a term ending on December 10, 2017, or until a successor is appointed. Effective December 10, 2016, Derek Cowbourne and David Williams ceased to be directors of the Corporation. Effective December 11, 2016, the City, as the sole shareholder of the Corporation, appointed Mary Ellen Richardson to the Board of Directors. The appointment is effective for a term ending on December 10, 2017, or until a successor is appointed.

Effective November 7, 2016, David McFadden and Brian Chu were appointed Vice-Chairs of the Board of Directors. Effective December 10, 2016, David McFadden was appointed as Chair of the Board of Directors, replacing David Williams.


CODE OF BUSINESS CONDUCT AND WHISTLEBLOWER PROCEDURE

All employees, officers and directors of the Corporation and its subsidiaries are required to comply with the principles set out in the Code of Business Conduct and Whistleblower Procedure, which was implemented by the Corporation in 2003 and most recently amended and approved by the Board of Directors on May 11, 2016. The Code provides guidance to all employees in situations of perceived conflict of interest. All employees, officers and directors of the Corporation and its subsidiaries are required to complete training in respect of the Code and attest to compliance with the Code upon commencement of employment and every three years thereafter. The Code provides for the appointment of an Ethics Officer and establishes a direct hotline to the Ethics Officer by which perceived violations of the principles set out in the Code may be reported, anonymously or otherwise. The Ethics Officer reports quarterly to the Human Resources and Environment Committee of the Board of Directors on the nature of complaints received and the Director, Internal Audit reports quarterly to the Audit Committee of the Board of Directors on matters related to audit and accounting. Where the complaint involves the conduct of a director or officer of the Corporation, the Ethics Officer is required to report it to the Chair of the Human Resources and Environment Committee, or, where such conduct relates to questionable auditing or accounting matters, to the Chair of the Audit Committee, who oversees the investigation of that complaint. A copy of the Corporation’s Code of Business Conduct and Whistleblower Procedure is available on our website.


DISCLOSURE POLICY

The Board of Directors recognizes the importance of ensuring that communications to the public about the Corporation and its subsidiaries are timely, factual, accurate and are broadly disseminated in accordance with all applicable legal and regulatory requirements. To ensure consistent and appropriate disclosure practices, the Corporation has adopted a Disclosure Policy to govern the disclosure by its employees, officers and directors of material information about the Corporation and has established a Disclosure Policy Committee composed of senior executives to assist the Chair, Chief Executive Officer and other authorized spokespersons in making accurate, complete and timely disclosure. The composition and operation of the Disclosure Policy Committee are established in the Disclosure Policy.


COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors believes that its ability to discharge its responsibilities is enhanced by the active participation of committees in the corporate governance process. Currently, there are three standing committees of the Board of Directors: Audit Committee, Corporate Governance and Nominating Committee, and Human Resources and Environment Committee. Each committee meets regularly throughout the year and provides a report at meetings of the Board of Directors on material matters considered by the committee.


AUDIT COMMITTEE

The Audit Committee is responsible for overseeing the adequacy and effectiveness of financial reporting, accounting systems, internal financial control structures and financial risk management systems. The Audit Committee reviews the Corporation’s quarterly and the Corporation’s and each of its subsidiaries’ annual financial statements as well as financial statements prepared in connection with the requirements of applicable regulatory authorities, reviews the audit plans of the external auditors, oversees the internal audit of the Corporation, reviews and makes recommendations to the Board with respect to the payment of dividends or distribution of capital by the Corporation and recommends the external auditor to the Board for appointment by the Corporation’s sole shareholder.


CORPORATE GOVERNANCE AND NOMINATING COMMITTEE

The Corporate Governance and Nominating Committee is responsible for considering and making recommendations to the Board of Directors with respect to matters relating to the corporate governance of the Corporation and its subsidiaries, including board and committee composition and mandates, guidelines for assessing the effectiveness of the Board and its committees and procedures to ensure that the Board of Directors functions independently from management.

As part of its governance function, the Corporate Governance and Nominating Committee reviews a skills matrix for all potential director candidates, which is then forwarded to the Corporation's sole shareholder by the Board of Directors. The Corporate Governance and Nominating Committee also nominates independent candidates for appointment to the Board of Directors of Toronto Hydro-Electric System Limited for approval by the Corporation’s Board of Directors. The Corporate Governance and Nominating Committee reviews and approves all orientation and education materials and programs for new and current directors undertaken by management. The Corporate Governance and Nominating Committee is responsible for periodically reviewing with management the Corporation’s energy policy strategies and related stakeholder management.


HUMAN RESOURCES AND ENVIRONMENT COMMITTEE

The Human Resources and Environment Committee is responsible for reviewing and assisting the Board of Directors in overseeing the recruitment and assessment of the CEO and the compensation of the CEO, reviewing and approving the compensation of executive officers, reviewing and approving executive compensation disclosure under applicable securities laws, and reviewing and making recommendations to the Board of Directors regarding the compensation structure and benefit plans and programs of the Corporation and its subsidiaries. The Human Resources and Environment Committee is also responsible for reviewing and approving the parameters of collective bargaining negotiations, the oversight of health and safety related matters and processes, and the oversight of environmental related matters and processes of the Corporation and its subsidiaries.


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