1997 Financial Statements of The Metropolitan Toronto

Housing Company Limited

 The Strategic Policies and Priorities Committee recommends that:

 (1)the Financial Statements for the year ended December 31, 1997, and the accompanying report of the Auditor be approved and adopted;

 (2)the City Auditor be appointed under the Business Corporation Act as the auditor of the Housing Company's shareholder until the next annual meeting or until a successor is appointed, and the Secretary of the Housing Company be directed to give the City Auditor written notice of such appointment;

 (3)all acts, contracts, proceedings, appointments, elections and payments enacted, made, done and taken by the directors and officers of the Housing Company referred to in the minutes of the meetings of the Board of Directors or referred to in the 1997 Financial Statements and/or the accompanying Auditor's report be approved, ratified and confirmed; and

 (4)the incumbent directors be re-elected for a further one-year term or until the 1999 annual shareholder's meeting or the appointment/re-election of their successors.

 The Strategic Policies and Priorities Committee submits the following report (July 8, 1998) from the Audit Committee:

 Recommendation:

 That the 1997 Financial Statements of The Metropolitan Toronto Housing Company be received and Council so advised.

 Background:

 At its meeting held on July 7, 1998, the Audit Committee had before it a report (June 26, 1998) from the Chief Financial Officer and Treasurer forwarding the 1997 Financial Statements of the Metropolitan Toronto Housing Company.

 The Audit Committee advises that it received the aforementioned Financial Statements, which were circulated to all Members of Council with the Agenda for the Audit Committee meeting held on July 7, 1998.

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 (Report dated June 26, 1998, addressed to the

Audit Committee from the

Chief Financial Officer and Treasurer)

 Purpose:

 To present the 1997 Financial Statements of The Metropolitan Toronto Housing Company Limited.

 Funding Sources, Financial Implications and Impact Statement:

 None.

 Recommendation:

 It is recommended that the Financial Statements of The Metropolitan Toronto Housing Company Limited be received for information.

 Comments:

 The Auditor for the former Municipality of Metropolitan Toronto has completed the 1997 financial statement audits of The Metropolitan Toronto Housing Company Limited and these statements are presented for your information.

 Conclusion:

 Receive the 1997 Financial Statements of The Metropolitan Toronto Housing Company Limited .

 Contact Name and Telephone Number:

 Al Shultz, Director of Accounting Services, 397-5240.

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(Communication dated June 22, 1998, from

Ms. Anne Hertz, Corporate Secretary,

Metropolitan Toronto Housing Company Limited)

 Attached is a letter of transmittal which must accompany the Housing Company's Financial Statements then they are considered by Council as part of the 1998 Annual Meeting of the Shareholder. In addition to Housing Company Board recommendations related to the financial statements, Council must also adopt recommendations with respect to the appointment of the Auditor, confirmation of the proceedings of the Board of Directors for 1997 and re-election of the directors.

 In keeping with the new requirements that the Financial Statements and the accompanying report of the Auditor be reviewed by the Audit Committee prior to their consideration by Council, the statements and Auditor's report have been forwarded to the Treasurer for the appropriate review. It is our understanding that they will be reviewed by the Audit Committee at its meeting on June 30, 1998 and forwarded to the appropriate Standing Committee from there.

 Thank you for your assistance in this matter. If you have any questions, please do not hesitate to contact me. I can be reached at 392-6125.

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 (Communication dated June 3, 1998, from

the Corporate Secretary,

the Metropolitan Toronto Housing Company Limited)

 By-law No. A-1, as amended, of The Metropolitan Toronto Housing Company Limited ("the Housing Company") provides that the annual meeting of the shareholder shall be held at Metro Hall in the City of Toronto as determined by the Board of Directors and at a time when the Council of the City of Toronto is meeting. When the Metropolitan Corporation was in existence, the Housing Company's annual shareholder meeting was the part of a Council meeting at which the relevant report was dealt with, and the same will apply for the new City.

 The Housing Company does not offer its shares to the public, and the Business Corporations Act, requires that the directors of such a corporation place before each annual meeting of shareholders the financial statements for the period that began immediately after the end of the last reported-on financial year and ended not more than six months before the annual meeting.

 The Board of Directors of the Housing Company at its meeting held on May 25, 1998, had before it the Financial Statements of the Company for the year ended December 31, 1997, and the accompanying report of the City Auditor. The Board approved the Financial Statements and directed that they and the Auditor's report be forwarded to the City Clerk for submission to the 1998 annual meeting of the shareholder to be held at the next convenient meeting of the City Council.

 The Business Corporations Act requires directors of corporations to be elected at annual meetings for terms not longer than the third annual meeting next following. Under the provisions of the Housing Company's By-law No. A-1, as amended, the term of office of each director continues until the next annual meeting following his/her election or appointment and until his/her successor is elected or appointed.

 As a result of

(i)Articles of Amendment modifying the Company's constating Articles so as to stipulate a minimum and maximum number of directors (rather than the 17 directorships that had existed since 1993);

 (ii)a special resolution of the City under the Business Corporations Act setting the notice of the Company's directors at nine; and

 (iii)adoption at Council's meeting of February 4, 5 and 6, 1998, of recommendations for the filling of the nine directorships (made in anticipation of such Articles of Amendment and such special resolution),

 all of which became effective on April 1, 1998, the following individuals were appointed from among the memberships of the immediately preceding boards of the Company and the City of Toronto Non-Profit Housing Corporation ("Cityhome") to fill the nine new directorships (the terms of all other previous incumbents were formally discontinued):

 Marvin Sadowski;

Madeleine Fleming;

John Alleyne;

Catherine Bertucci-Menchetti;

Councillor Michael Feldman;

John Metson;

David Monk;

Wayne Stickley; and

Councillor Michael Walker.

 The same nine persons also became at that time the directors of Cityhome, to facilitate the City's plans to amalgamate the two housing entities by 1999.

 In the circumstances, each of the nine incumbent directors should be re-appointed as directors of the Housing Company for another term.

 The 1997 Financial Statements and the accompanying report of the Auditor should be processed for consideration by the appropriate City Committee(s) and Council as the governing body of the Housing Company's sole shareholder at its 1998 annual meeting, along with the following recommendations:

 (1)the Financial Statements for the year ended December 31, 1997, and the accompanying report of the Auditor be approved and adopted;

 (2)the City Auditor be appointed under the Business Corporations Act as the auditor of the Housing Company's shareholder until the next annual meeting or until a successor is appointed and the Secretary of the Housing Company be directed to give the City Auditor written notice of such appointment;

 (3)all acts, contracts, proceedings, appointments, elections and payments enacted, made, done and taken by the directors and officers of the Housing Company referred to in the minutes of the meetings of the Board of Directors or referred to in the 1997 Financial Statements and/or the accompanying Auditor's report be approved, ratified and confirmed; and

 (4)the incumbent directors be re-elected for a further one-year term or until the 1999 annual shareholder's meeting or the appointment/re-election of their successors.

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 (A copy of the 1997 Financial Statements of The Metropolitan Toronto Housing Company Limited has been forwarded to all Members of Council with the agenda of the Strategic Policies and Priorities Committee for its meeting on July 24, 1998, and a copy thereof is also on file with the City Clerk.)