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Toronto Hydro 2012 CR Report

INTRODUCTION OUR SERVICES OUR WORKFORCE OUR ENVIRONMENTal INITIATIVES OUR COMMUNITY OUTREACH OUR ECONOMIC PERFORMANCE OUR GOVERNANCE, COMPLIANCE AND BUSINESS CONDUCT Committees The board has established four standing committees: Audit Committee The Audit Committee is responsible for overseeing the adequacy and effectiveness of financial reporting, accounting systems and internal financial control structures and financial risk management systems. The Audit Committee reviews the Corporation’s quarterly and annual financial statements as well as financial statements prepared in connection with securities offerings or required by applicable regulatory authorities, reviews the audit plans of the external auditors, oversees the internal audit of the Corporation and recommends the external auditor for appointment by the Corporation’s sole shareholder. Corporate Governance Committee The Corporate Governance Committee is responsible for considering and making recommendations to the Board with respect to matters relating to the corporate governance of the Corporation, including board and committee composition and mandates, and guidelines for assessing the effectiveness of the Board and its committees and procedures to ensure that the Board functions independently from management. Management undertakes orientation and education programs for new directors. Compensation Committee The Compensation Committee is responsible for reviewing and assisting the Board in overseeing Toronto Hydro’s compensation program. Health and Safety Committee The Health and Safety Committee is responsible for considering and making recommendations to the Board with respect to matters of health and safety. Code of Business Conduct All employees, officers and directors of the Corporation and Toronto Hydro are required to comply with the principles set out in the Code of Business Conduct, which was implemented by the Corporation in 2004 and most recently amended and approved by the Board of Directors. 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 Audit Committee of the Board on the nature of complaints received including those related to audit and accounting matters. 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 Audit Committee, who oversees the investigation of that complaint. A copy of the Corporation’s Code of Business Conduct is available on the SEDAR website at sedar.com and torontohydro.com TORONTO HYDRO 2012 corporate respnosibility report 95


Toronto Hydro 2012 CR Report
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