Board Composition for Toronto Economic
Development Corporation (TEDCO)
The Economic Development Committee recommends that:
(1)Council confirm the amendments to TEDCO's By-Law No. 1 and By-Law No. 3
(appended to the joint report (December 9, 1998) from the Chief Administrative Officer
and the Commissioner of Economic Development, Culture and Tourism) as passed by
the Board of Directors on April 14, 1998 to set the term of Council Members on the
Board of Directors at 18 months as requested by the Council of the City of Toronto;
(2)the study of the role, mandate and composition of TEDCO's governance structure
currently being undertaken through the Task Force on ABCs by the Chief
Administrative Officer be referred to a sub-committee established by the Economic
Development Committee to review the composition and mandate of TEDCO with
support from the Mayor's Office and the Commissioner of Economic Development,
Culture and Tourism, such membership to include the following members of the
Economic Development Committee:
Councillor Ashton
Councillor Feldman
Councillor King
Councillor Silva
Councillor Giansante;
(3)in the interim, the seven incumbent board members continue to serve on the Board of
Directors and the three vacancies be filled by Councillor Brian Ashton as Chair of the
Economic Development Committee and by Frederick Eisen and James Villeneuve, two
citizens nominated by the Mayor, whose appointment be for an interim period until the
comprehensive review of TEDCO's mandate and role in the City's economic
development strategy is completed;
(4)once these appointments have been made, the Board of Directors elect a Chair from
among its voting members, and the President of TEDCO would be a Director ex officio;
and
(5)the appropriate City officials to authorized and directed to take the necessary action
to give effect thereto.
The Economic Development Committee submits the following joint report (December 9,
1998) from the Chief Administrative Officer and the Commissioner of Economic
Development, Culture and Tourism:
Purpose:
This report responds to a request by the Economic Development Committee for a status report
on the review of the governance structure of TEDCO and recommends a process for filling the
3 vacancies on an interim basis.
Funding Sources, Financial Implications and Impact Statement:
There are no financial implications.
Recommendations:
It is recommended that:
(1)Council confirm the attached amendments to TEDCO's By-Law No. 1 and By-Law No. 3
as passed by the Board of Directors on April 14, 1998 to set the term of Council Members on
the Board of Directors at 18 months as requested by the Council of the City of Toronto;
(2)the study of the role, mandate and composition of TEDCO's governance structure
currently being undertaken through the Task Force on ABCs by the Chief Administrative
Officer be coordinated with the study requested by the Economic Development Committee on
TEDCO's future and potential future role in the City of Toronto's economic development
strategy;
(3)in the interim, the seven incumbent board members continue to serve on the board and the
three vacancies be filled by Councillor Brian Ashton as Chair of the Economic Development
Committee and two citizens nominated by the Mayor;
(4)once these appointments have been made, the Board of Directors elect a Chair from among
its voting members and the President of TEDCO would be a Director ex officio; and
(5)the appropriate officials be authorized to take the necessary steps to give effect thereto.
Council Reference/Background/History:
At its meeting of March 4, 5, and 6, 1998, Council approved a recommendation contained in
Clause 8 of Report No.3 of the Special Committee to Review the Final Report of the Toronto
Transition Team that the Task Force on Agencies, Boards and Commissions undertake a study
of the future role, mandate and composition of TEDCO and subsequently report to Council
through the appropriate Standing Committee. The Economic Development Committee was
subsequently established and would be the appropriate standing committee in this case.
The Workplan for the Task Force on ABCs includes this study among its top seven priorities.
The Economic Development Committee at its meeting on November 16, 1998 requested that
the Commissioner of Economic Development, Culture and Tourism conduct "an analysis of
TEDCO's future and potential future role in the City of Toronto's economic development and
strategy" and requested that:
"the Chief Administrative Officer, in consultation with the Commissioner of Economic
Development, Culture and Tourism report to the next meeting of the Economic Development
Committee on the status of the review of TEDCO's Board of Directors and on the issue of the
new Board's composition".
This report responds to the latter request.
Comments and/or Discussion and/or Justification:
TEDCO is a corporation under the Ontario Business Corporations Act and the City of Toronto
is the sole shareholder. As the shareholder, the City appoints the Board of Directors and
approves its by-laws. TEDCO's By-Laws permit flexibility in the size of the Board and do not
specify the precise composition of that membership. However, the former City of Toronto's
most recent policy set the size of the board at ten members including three Councillors, the
President of TEDCO, and six citizens. The citizens were nominated through a variety of
methods.
TEDCO's By-Law Amendments:
There are currently seven active members on the Board of Directors including two City
Councillors who were appointed by Council in January 1998. Although Council's policy was
to appoint Council members for a term of 18 months, TEDCO's by-laws required a three year
term for all directors. Council requested that TEDCO's by-law be changed to permit
Councillors to be appointed for 18 months. At its meeting of April 14, 1998, the Board of
Directors of TEDCO passed a revision to the by-laws to comply with this request. This by-law
amendment must be confirmed by City Council. It is recommended that Council confirm the
amendment as attached to this report.
Review of Governance Structure:
The review of TEDCO's mandate and governance structure is being undertaken by the CAO
on behalf of the Task Force on ABCs. To date, basic information on the TEDCO's operation,
budget, by-laws and structure has been gathered and is being reviewed. In addition, staff of
the Chief Administrator's Office and the Economic Development Division have met three
times to determine the current status and issues and have met with the President of TEDCO
and the Corporate Secretary, Director of Special Projects to discuss the possible future
composition of the Board of Directors.
The long term structure of the Board of Directors should be established with knowledge of its
long term role and mandate, an assessment of its past performance and structures, its financial
accountability to the City, and its role in and relationship to the City's economic development
strategy. The Economic Development Committee has requested that the Commissioner of
Economic Development, Culture and Tourism report on the latter as well as the environmental
requirements for remediating the brownfield lands in the port area.
It is recommended that these studies be coordinated and that the long term structure of
TEDCO's Board of Directors and its incubators be determined with full understanding of its
role in the context of the City's economic development strategy.
Interim Board Appointments:
The more comprehensive study noted above will take some time to complete and the Board of
Directors currently has three vacancies. It is recommended that the current members be
continued until these studies are completed and a new structure established and interim
appointments be made to fill the existing vacancies.
The composition under the former City of Toronto policy was three Members of Council
including the Chair of the Economic Development Committee, the President of TEDCO, and
six citizens. Citizens were nominated as follows:
2 citizens nominated by the Mayor;
2 business representatives nominated by the Nominating Committee;
1 citizen nominated by the Labour Council of Metropolitan Toronto and York Region; and
1 citizen nominated by the Toronto Building and Construction Trades Council.
TEDCO's current mandate is to facilitate business growth, job creation and economic
development. The desired qualifications for Board members in the City's agency handbook
states that a keen interest and knowledge of the real estate development industry and expertise
in marketing, finance, legal or the environment would be preferred. The Mayor's citizen
nominees are not currently on the Board of Directors. The Nominating Committee process
could take several months and $23,000.00 to advertise and provide orientation. Since this
would be an interim appointment and the former City of Toronto policy included two citizen
nominees of the Mayor, it is recommended that the Mayor nominate two citizen members to
serve on the Board of Directors on an interim basis. The longer term composition and
nomination process will be reviewed within the context of the more comprehensive review of
the mandate and structure of TEDCO.
Following the same logic of continuing the policy of the former City of Toronto on an interim
basis, the Chair of the Economic Development Committee should be appointed to the Board
of Directors to fill the vacant position historically filled by that position.
Once the vacancies have been filled on an interim basis, the full complement of board
members should elect a new Chair from among its voting members. The President of TEDCO
should be a member of the Board ex officio.
Conclusions:
This report provides an update on the status of the review of the governance structure for
TEDCO and recommends a process for making interim appointments to fill existing vacancies
until a more comprehensive review of TEDCO's mandate and role in the City's economic
development strategy can be completed.
Contact Name:
Nancy Autton 397-0306 Chief Administrator's Office;
Christine Raissis 392-3385 Economic Development, Culture and Tourism
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BY-LAW NO. 5
A By-law amending certain provisions of Section Three of By-Law No. 1 and Section Two of
By-Law No. 3 of City of Toronto Economic Development Corporation (the Corporation).
BE IT ENACTED AND IT IS HEREBY ENACTED as a By-Law of the Corporation as
follows:
1.Section 3.04 of By-Law No. 1, amended by Section 2 of By-Law No. 3 of the Corporation
is hereby repealed and the following is hereby substituted therefor:
"30.4 TERM. Directors, save and except members of Toronto City Council, shall be elected
for a term of three years. City of Toronto Councillors elected directors shall be elected for a
term of eighteen months. However, in the event that a director shall miss three consecutive
regularly scheduled meetings of the Board, said director shall be deemed to have submitted
his written resignation to the corporation on the day immediately following the third of such
missed consecutive, regularly scheduled meetings of the board.."
2.This By-Law shall come into force without further formality upon its enactment.
PASSED AND ENACTED by the directors of the Corporation in accordance with the
provisions of the Ontario Business Corporations Act, this 14th day of April, 1998.
Acting ChairSecretary
The foregoing by-law is hereby confirmed by the sole shareholder of the corporation, pursuant
to the Business Corporations act, effective the day of the , 1998, as evidenced by the corporate
seal of sole shareholder under the hands of its duly authorised signing officers.
THE CORPORATION OF THE CITY OF TORONTO
Per.........................................................................
Name:
A Member of the Executive Committee
c/s
Per..........................................................................
Name:
Title:
The Economic Development Committee also submits the following report (January 21,
1999) from the Commissioner of Economic Development, Culture and Tourism:
Purpose:
This report seeks Council confirmation of the Mayor's two citizen nominations to the Board
of Directors of the Toronto Economic Development Corporation.
Financial Implications:
The recommendations in this report do not have any financial implications for the City.
Recommendations:
It is recommended that:
(1)Council confirm the appointment of Frederick Eisen and James Villeneuve, as nominated
by Mayor Lastman, to the Board of Directors of the Toronto Economic Development
Corporation (TEDCO) for an interim period until a comprehensive review of TEDCO's
mandate and role in the City's economic development strategy is completed; and
(2)the appropriate City officials be authorized and directed to take the necessary action to
give effect thereto.
Background:
This report supplements the report, dated December 9, 1998, from the Chief Administrative
Officer and Commissioner of Economic Development, Culture and Tourism in regard to the
Board Composition for Toronto Economic Development Corporation (TEDCO). The
December 9, 1998 report is included, as Item No. 6, on the agenda for this meeting (January
15, 1999 postponed to January 25, 1999) of the Economic Development Committee.
Discussion:
Among other things, the December 9, 1998 report (also before Committee today)
recommends:
(3)in the interim, the seven incumbent Board members continue to serve on the Board and the
three vacancies be filled by Councillor Brian Ashton as Chair of the Economic Development
Committee and two citizens nominated by the Mayor.
Mayor Lastman has nominated Frederick Eisen and James Villeneuve as citizen members to
the TEDCO Board. Mr. Eisen is Chairman and President of Eisen Corporation and has
extensive experience in the hospitality and tourism industry, including being a Co-Founder
and Director of Four Seasons Hotels Limited. Mr. Villeneuve is Director of Public Affairs for
Labatt Breweries of Canada with extensive experience in marketing, promotion, advertising
and policy.
Subject to confirmation by City Council, Mayor Lastman's nominees to the TEDCO Board
will be appointed for an interim period until a comprehensive review of TEDCO's mandate
and role in the City's economic development strategy can be completed.
Conclusions:
City Council's confirmation of the appointment of the Mayor's nominees, Frederick Eisen
and James Villeneuve, as recommended in this report, and the appointment of the Chair of the
Economic Development Committee, Councillor Brian Ashton, as recommended in the
December 9, 1998 report, will fill the current three vacancies on the TEDCO Board of
Directors.
Contact Name:
Randy McLean, Economic Development Division392-3397