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Toronto Hydro 2014 CR Report_FINAL

G4-34 Board Committees The Board has established three standing committees (Audit Committee, Corporate Governance Committee, and Human Resources Committee) as shown in the following chart. Audit Committee Corporate Governance Committee Human Resources Committee Paulette Kennedy (Chair) Vincent Brescia1 Brian Chu2 Isabel Meharry Derek Cowbourne (Chair) Glenna Carr Sara Gelgor Colum Bastable (Chair) Josh Colle3 David Williams Notes: (1) Effective September 1, 2014, Mr. Brescia resigned as a director of the Corporation and as a member of the Audit Committee. (2) Effective September 2, 2014, Mr. Chu was appointed as a member of the Audit Committee. Mr. Chu is currently a member of the Board of Directors of Toronto Hydro. (3) Effective December 2, 2014, Councillor Colle’s term expired and he ceased to be a director of the Corporation and a member of the Human Resources Committee. TORONTO HYDRO 2014 CORPORATE RESPONSIBILITY REPORT 79 INTRODUCTION MATERIALITY AND STAKEHOLDER ENGAGEMENT OUR WORKFORCE SUSTAINABLE BUSINESS AND OPERATIONS OUR ENVIRONMENTAL FOOTPRINT SUPPORTING OUR COMMUNITY GOVERNANCE AND ETHICS 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 and its subsidiaries’ quarterly and annual financial statements, as well as financial statements prepared in connection with the requirements of applicable regulatory authorities. It reviews the audit plans of the external auditors, oversees the internal audit of Toronto Hydro, reviews reports related to reimbursement of business-related expenses of officers and directors, and recommends the external auditor to the Board for appointment by Toronto Hydro 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 Toronto Hydro Corporation. This includes 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. As part of its governance function, the Corporate Governance Committee reviews a skills matrix for all potential director candidates, which is then forwarded to the Corporation’s sole shareholder by the Board. The Corporate Governance Committee also reviews and approves all orientation and education materials and programs for new and current directors undertaken by management.


Toronto Hydro 2014 CR Report_FINAL
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