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Toronto Hydro 2014 CR Report_FINAL

Human Resources Committee The Human Resources Committee is responsible for reviewing and assisting the Board in overseeing the recruitment and assessment of the CEO and the compensation of the CEO. It is also responsible for reviewing and approving the compensation of the executive officers, reviewing and approving executive compensation disclosure under applicable securities laws, and reviewing and making recommendations to the Board regarding the compensation structure and benefit plans and programs of Toronto Hydro Corporation. The Human Resources Committee is also responsible for reviewing and approving the parameters of collective bargaining negotiations, and reviewing and making recommendations to the Board with respect to environmental and health and safety matters. G4-51 Remuneration policies for the highest governance body and senior executives Toronto Hydro Corporation’s overall executive compensation structure and program is developed and supervised by the Human Resources Committee of the Corporation’s Board of Directors with the assistance of a compensation consultant, and approved by the Board. Pursuant to the terms of its charter, the Human Resources Committee has the responsibility to annually, and more frequently if appropriate, review and make recommendations to the Board with respect to the individual performance-based incentive compensation goals and objectives related to the compensation of the CEO and to assess the CEO’s performance against those goals and objectives. The Human Resources Committee also makes recommendations to the Board with respect to the overall compensation and benefits of the CEO. The Board ultimately sets and approves the CEO’s compensation. The CEO has the responsibility to annually, and more frequently if appropriate, review and approve the individual performance-based incentive compensation goals and objectives related to the compensation of other executive officers, including the Named Executive Officers, and assess the other executive officers’ performance against those goals and objectives. The CEO proposes the other executive officers’ performance-based incentive compensation and overall compensation, subject to the Human Resources Committee’s review and approval. 80 TORONTO HYDRO 2014 CORPORATE RESPONSIBILITY REPORT


Toronto Hydro 2014 CR Report_FINAL
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