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Toronto Hydro CR Report 2016

OUR PEOPLE G4-51 Remuneration policies for the highest governance body and senior executives2 The overall executive compensation structure and program is developed and supervised by the Human Resources and Environment Committee with the assistance of a compensation consultant, and approved by the Board. Pursuant to the terms of its charter, the Human Resources and Environment 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 and Environment 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 (NEOs), 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 and Environment Committee’s review and approval. In February 2015, the Human Resources Committee with the assistance of a compensation consultant developed an Executive Compensation Policy to guide executive compensation practice. This new policy is a refinement of Toronto Hydro’s existing Compensation Policy (which remains in force) and as such, reflects the previous executive compensation practices with an expanded scope to include benefits and pensions. This new policy was approved by the Board on March 5, 2015. Compensation of Directors3 Directors of the Corporation, other than Councillors of the City, are compensated for their services as directors through a combination of retainer fees and meeting attendance fees. These fees are set by the sole shareholder of the Corporation, the City. The annual retainer fees are as follows: Chair of the Board – $75,000 and each of the other directors – $12,500. The meeting attendance fees are as follows: each meeting of the Board and the subsidiaries attended – $1,000 and each meeting of the Audit Committee, Corporate Governance and Nominating Committee, Human Resources and Environment Committee, or other Board committee attended – $1,000, subject to annual maximum fees per committee member of $5,000 for the Audit Committee, Corporate Governance Committee, Human Resources and Environment Committee or any other committee of the Board. The Board does, from time to time and in the normal course, strike ad-hoc committees to streamline and expedite certain matters as they come before the Board. The Chair receives no meeting attendance fees. Councillors receive no remuneration for their services as directors of the Corporation. The other directors, other than the Chair, are subject to a maximum annual total retainer and attendance fees of $30,000. 68 TORONTO HYDRO I 2016 CORPORATE RESPONSIBILITY REPORT


Toronto Hydro CR Report 2016
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