Our leadership team believes that strong corporate governance is essential for delivering customer value, operating efficiently, creating shareholder value and maintaining investor confidence. Our Code of Conduct, Disclosure Policy and active board committees help us ensure sound governance for all of our operations and business activities.
Learn about our corporate governance practices.
Our Board of Directors has put in place a system of corporate governance that fulfills the requirements of applicable provincial legislation and Canadian securities rules, and meets best practices for regulated utilities. As part of its ongoing commitment to corporate governance, our board operates in accordance with a written mandate, and our board committees operate in accordance with written charters, which are all reviewed and approved by our Board of Directors.
Code of Business Conduct and Whistleblower Procedure
All our employees, officers and directors are required to comply with the principles set out in our Code of Business Conduct and Whistleblower Procedure, which was implemented in 2003, and is periodically reviewed, revised and approved by our Board of Directors.
Our Board of Directors recognize the importance of ensuring that communications to the public about Toronto Hydro Corporation and its subsidiaries are timely, factual and accurate, and are broadly disseminated in accordance with all applicable legal and regulatory requirements. To ensure consistent and appropriate disclosure practices, we've adopted a disclosure policy to govern the disclosure by our employees, officers and directors, of material information about our organization.
Our Board of Directors believes that its ability to discharge its responsibilities is enhanced by the active participation of committees in our corporate governance process. In turn, the board has established the following three standing committees:
- Audit Committee
- Corporate Governance and Nominating Committee
- Human Resources and Environment Committee
Each committee has a written charter that establishes the committee’s purpose, composition and responsibilities.
The Audit Committee is responsible for overseeing the adequacy and effectiveness of our auditing, financial reporting, accounting systems, internal financial control structures and financial risk management systems.
The Corporate Governance and Nominating Committee is responsible for carrying out the following roles:
- Advising our Board of Directors with respect to matters relating to the corporate governance of Toronto Hydro Corporation and its subsidiaries (including board and committee composition and mandates)
- Facilitating the periodic assessment of the performance and effectiveness of the board and its committees
- Advising the board on procedures to ensure that the Boards of Directors of the Corporation and its subsidiaries function independently from management
- Nominating independent candidates for appointment to the Toronto Hydro-Electric System Limited Board of Directors using a skills and competencies matrix, which is a key function in ensuring that board's independence
The Human Resources and Environment Committee is responsible for carrying out the following roles:
- Assisting our board with the recruitment, assessment and compensation of our CEO
- Overseeing succession planning
- Reviewing and approving the compensation of executive officers
- Overseeing executive compensation disclosure under applicable securities laws
- Advising our board regarding the compensation structure, benefit plans and programs of the Corporation and its subsidiaries
The Human Resources and Environment Committee is also responsible for reviewing and making recommendations to the board with respect to environmental and health and safety matters.
Toronto Hydro Corporation's sole owner and shareholder is the City of Toronto. As sole shareholder, the City has adopted the Shareholder Direction that sets out corporate governance principles with respect to Toronto Hydro Corporation and its subsidiaries.
The Shareholder Direction requires Toronto Hydro Corporation and its subsidiaries to conduct their affairs and govern their operations in accordance with such rules, policies, directives or objectives as directed by City Council from time to time.
Toronto Hydro Corporation
14 Carlton Street
Toronto, ON Canada
Toronto Hydro Corporation
14 Carlton Street, 5th floor
Toronto, ON Canada
KPMG LLP, Chartered Accountants
McMillan Binch LLP
Re: Initial public offering of senior unsecured debentures
(For the senior unsecured debentures)
Credit ratings are assigned by Dominion Bond Rating Service (DBRS) and Standard & Poor's (S&P)