TABLE OF CONTENTS

REPORTS OF THE STANDING COMMITTEES

AND OTHER COMMITTEES

As Considered by

The Council of the City of Toronto

on May 13 and 14, 1998

NOMINATING COMMITTEE

REPORT No. 3

1Citizen Appointments to Agencies, Boards and Commissions

2Other Item Considered by the Committee

City of Toronto

REPORT No. 3

OF THE NOMINATING COMMITTEE

(from its meeting on May 5 and 11, 1998,

submitted by Councillor Norman Kelly , Chair)

As Considered by

The Council of the City of Toronto

on May 13 and 14, 1998

1

Citizen Appointments to Agencies,

Boards and Commissions

(City Council on May 13 and 14, 1998, amended this Clause by:

Canadian National Exhibition Association (CNEA), Municipal Section:

(1)striking out and referring Recommendation No. (1) of the Nominating Committee pertaining to the citizen appointments to the Canadian National Exhibition Association (CNEA), Municipal Section, back to the Nominating Committee for the express purpose of including at least one representative of the local community and determining which members of the current slate should be deleted as a result, together with the following motions:

Moved by Councillor Chow:

"It is further recommended that:

(1)Members of Council receive a list of all applicants for various appointments;

(2)the Curriculum Vitae of such applicants be made available to interested Councillors through the City Clerk;

(3)the Nominating Committee notify Members of Council, prior to the next appointments, on how they can get involved in the nominating process, such as establishing the criteria for selection, short-listings and interviewing of candidates; and

(4)all Members of Council be notified 48 hours prior to the selection and interviewing process."

Moved by Councillor Miller:

"It is further recommended that:

(1)as part of the process for future appointments to the CNEA, Municipal Section, the introduction seminar for interested persons be held at Exhibition Place; and

(2)at least two citizen members of the CNEA, Municipal Section, appointed by the City of Toronto, be local residents."

Further moved by Councillor Miller:

"It is further recommended that Mr. Fred Sampliner be added to the membership of the Canadian National Exhibition Association (CNEA), Municipal Section."

Metropolitan Toronto Convention Centre Corporation, Board of Directors:

(2)adding thereto the following:

"It is further recommended that the two representatives on the Metropolitan Toronto Convention Centre, Board of Directors, be requested to submit a written report to Council, on an annual basis, on the activities of the Metropolitan Toronto Convention Centre."

Toronto Police Services Board:

(3)striking out and referring Recommendation No. (5) of the Nominating Committee pertaining to a citizen appointment to the Toronto Police Services Board back to the Nominating Committee for further consideration, with a request that the Committee review whether it is appropriate to interview members for the Toronto Police Services Board or any other Agency Board or Commission if they have a conflict of interest.)

The Nominating Committee recommends that citizen appointments be made by City Council as follows:

(1)Canadian National Exhibition Association (CNEA), Municipal Section:

The Nominating Committee recommends that:

(a)the following citizens be appointed to the Canadian National Exhibition Association (CNEA), Municipal Section:

Ted Aver(CNEA-2)

Kathleen Bazkur(CNEA-8)

Ann Curran(CNEA-17)

Linda A. Ekdahl(CNEA-23)

Richard Gretzinger(CNEA-30)

Sandra Levine(CNEA-45)

John W. Maletich(CNEA-49)

Shirley Merith(CNEA-54)

Belina M. Mooney(CNEA-57)

Ken Morrish(CNEA-59)

Al Nasturzio(CNEA-62)

Carolyn Reid(CNEA-72)

Michael Seiden(CNEA-82)

Andre Tellier(CNEA-89)

Stephen Thiele(CNEA-90)

for a term of office commencing immediately prior to the Annual Meeting of the Association scheduled to be held on October 15, 1998, and expiring immediately prior to the date of the Annual Meeting of the Association in the fall of 1999, and/or until their successors are appointed; and

(b)the following incumbents on the CNEA, Municipal Section, remain in office until the foregoing appointments take effect immediately prior to the Annual Meeting of the Association scheduled to be held on October 15, 1998:

Susan Ann Butts

Margaret Cheung

Virginia J. Cooper

Joe Foti

William John Gregg

Sandra Levine

Caryl W. Manning

Shirley Marsden

Al Nasturzio

Jilian M. Saweczko

Michael Seiden

Larry Schachter

Andre Tellier

Maria Tzimas

Michael D. Walker.

(2)Metropolitan Toronto Convention Centre Corporation, Board of Directors:

The Nominating Committee recommends that:

(a)the following citizens be appointed to the Metropolitan Toronto Convention Centre Corporation, Board of Directors:

Howard Brown(MTCC-3)

Thomas L. Wells(MTCC-39)

for a term of office expiring November 30, 2000, and/or until their successors are appointed; and

(b)with respect to the appointment of Mr. Thomas L. Wells (MTCC-39), Council waive the following portion of the interim policy for citizen appointments, which was adopted by City Council on February 4, 5 and 6, 1998:

"(11)No citizen shall serve on more than one Board or Commission at the same time provided, however, that one member of the Board of Trustees of the Metropolitan Toronto Pension Plan may also serve as a member of the Board of Trustees of the Metropolitan Toronto Police Benefit Fund.",

subject to Mr. Wells being replaced as a Director of the North York Performing Arts Centre Corporation (Ford Centre) when Council makes new appointments.

(3)Toronto District Heating Corporation, Board of Directors:

The Nominating Committee recommends that the following citizen be appointed to the Toronto District Heating Corporation, Board of Directors:

David Heaslip(TDHC-6)

for a term of office expiring November 30, 2000, and/or until his successor is appointed.

(4)Toronto Parking Authority, Board of Directors:

The Nominating Committee recommends that the following citizens be appointed to the Toronto Parking Authority, Board of Directors:

Meena Dhar(TPA-13)

Alan Milliken Heisey(TPA-25)

Francis Omoruyi(TPA-46)

Dave Roberts(TPA-53)

Michael Anthony Tedesco(TPA-69)

for a term of office expiring November 30, 2000, and/or until their successors are appointed.

(5)Toronto Police Services Board:

The Nominating Committee recommends that the following citizen be appointed to the Toronto Police Services Board:

Sandy Adelson(TPSB-2)

for a term of office expiring November 30, 2000, and/or until her successor is appointed.

The Nominating Committee reports, for the information of Council, having been advised with respect to the foregoing proposed appointment of Mr. David Heaslip (TDHC-6) to the Toronto District Heating Corporation, Board of Directors, that the residency requirement outlined in the following portion of the interim policy for citizen appointments, which was adopted by City Council on February 4, 5 and6, 1998, does not apply to this appointment:

"(3)Any person applying for appointment to Agencies, Boards or Commissions is required to be a qualified elector in the City of Toronto....Citizen appointees are required to maintain this status throughout their term of office.",

inasmuch as the Toronto District Heating Corporation Act, 1980, takes precedence over such interim policy, and the Act does not require Directors of TDHC to be qualified electors in the City of Toronto.

The Nominating Committee submits the following report (March 19, 1998) from the City Clerk:

Purpose:

The purpose of this report is to provide information to assist the Nominating Committee in its review of applications received from interested and qualified members of the public seeking appointment to various Agencies, Boards and Commissions.

Funding Sources, Financial Implications and Impact Statement:

None.

Recommendation:

It is recommended that the Nominating Committee review the applications received for appointment to the following Boards and Commissions:

(1)Canadian National Exhibition Association, Municipal Section;

(2)Metropolitan Toronto Convention Centre Corporation, Board of Directors.

(3)Toronto District Heating Corporation, Board of Directors;

(4)Toronto Parking Authority, Board of Directors; and

(5)Toronto Police Services Board.

Council Reference/Background/History:

In accordance with the interim policy adopted by City Council on February 4, 5 and 6, 1998, with respect to citizen appointments to Boards and Commissions, an advertisement was placed in theToronto Star on Wednesday, February 18, 1998, the Globe and Mail on Saturday, February 21, 1998, and the Toronto Sun on Sunday, February 22, 1998. The ad was also placed in several major newspapers serving racial, ethno-cultural and linguistic communities of Toronto. In addition, a copy of this ad was sent to various community and ethnic newspapers, was posted in libraries and in various City facilities open to the public, and was also posted to the City's website (http://www.city.toronto.on.ca), inviting interested citizens, who are qualified electors, to make applications for appointment to various Boards and Commissions. Members of Council were also provided with a copy of the advertisement together with information circulars in respect of the advertised positions.

As provided in the interim policy adopted by Council, all new applicants were required to attend an orientation seminar in respect of the Board and/or Commission they applied for. Attached are copies of applications from those incumbents who have re-applied, and from those citizens who attended the relevant orientation seminar, as per Council's interim policy.

Comments and/or Discussion and/or Justification:

Enclosed herewith, for the consideration of the Nominating Committee, are the following:

(a)a list of the present citizen appointments to be made to various Boards and Commissions, indicating the number of appointments to be made, the term of office, the past service of each incumbent, and the names of individuals who have submitted applications for consideration by the Nominating Committee;

(b)a summary of the pertinent recommendations adopted by City Council regarding the appointment of citizen members to Boards and Commissions;

(c)a copy of the information circulars in respect of the advertised positions, describing responsibilities, desirable qualifications, time commitments, etc.; and

(d)copies of applications received for appointment to Boards and Commissions from those incumbents who have re-applied, and from those citizens who attended the relevant orientation seminar, as per Council's interim policy.

Contact Name:

Joanne Hamill, Interim Contact, Nominating Committee - 392-4339

The Nominating Committee also submits the following report (April 20, 1998) addressed to the City Clerk from the City Solicitor:

Re:Qualifications of Director - Toronto District Heating Corporation

You have requested advice on the legal effect of the requirement that one of the four directors appointed by City Council to the Board of Directors of the Toronto District Heating Corporation "shall be a representative of a user of steam purchased from the Corporation other than the Hospitals, the City, the University or the Province of Ontario."

The Toronto District Heating Corporation Act, 1980 provides for a board of directors consisting of ten directors as follows:

"3.There shall be a board of directors of the Corporation consisting of ten directors of whom,

(a)four shall be appointed by the City, at least one of whom shall be a representative of a user of steam purchased from the Corporation, other than the Hospitals, the City, the University or the Province of Ontario;

(b)two shall be appointed by the Hospitals;

(c)two shall be appointed by the Minister; and

(d)two shall be appointed by the University."

The Board is composed so that five groups who are users of steam purchased from the Corporation are represented as follows:

(1)the University;

(2)the Province of Ontario;

(3)the Hospitals;

(4)the City of Toronto; and

(5)the users of steam other than the above.

Four of the five user groups have the power to appoint directors. The residual, or non-specific user group does not. This group is represented by one of the four appointees of the City. The legislation prescribes no procedures, nor does it give any specific directions to be followed by the City in making its fourth appointment to represent the non-specific user group. It is simply made a responsibility of the City to appoint a representative of this group. I understand that it has been suggested that in such circumstances the City may simply designate one of its four appointees as a representative of this group.

In my view, a distinction between the three directors appointed as representatives of the City and a fourth director appointed as a representative of non-specific users which is based solely on a designation by the appointer runs the risk of not complying sufficiently with the legislation. This risk may be removed by following a process which demonstrates in some objective way a connection between the appointee and the group the appointee is required to represent. It is also my view that there is a higher duty to demonstrate this connection in circumstances where, such as here, the appointer is empowered to make appointments to represent its own interests while, at the same time, it is empowered to make an appointment to represent other interests which may be in conflict with the interests of the appointer in future.

Accordingly, it is my opinion that the selection process for the appointee of City Council who is to represent the interests of the non-specific users of the steam purchased from the Toronto District Heating Corporation should demonstrate in some conclusive and objective way that the appointee is connected to, or is accepted by, the users that this representative is bound to represent.

The Nominating Committee also submits the following communication (April 14, 1998) from Mr. Alex Bystrin, President, Toronto District Heating Corporation:

Re:Qualifications to be a Director of Toronto District Heating Corporation

Further to your inquiry regarding specific qualifications for TDHC's Board of Directors, please find attached a letter of opinion from Mr. Peter Gilchrist, TDHC's legal counsel.

If you require further information on this matter, please do not hesitate to contact me.

(Communication dated April 14, 1998, referred to above,

addressed to the President of the Toronto District Heating Corporation

from Mr. Peter Gilchrist of Blake, Cassels & Graydon)

Re:Qualifications to be a Director of Toronto District Heating Corporation ("TDHC")

On April 8, 1998, I wrote to you offering our opinion on the legal requirements for a person to be eligible to be appointed to the TDHC Board of Directors. Questions have arisen in connection with that opinion and I am writing this second letter to give greater specificity.

The appointment of directors of TDHC is governed by The Toronto District Heating Corporation Act, 1980 of Ontario (the "Act"). The Act imposes two requirements relating to directors. First, the candidate must be a resident Canadian. Second, one of the persons appointed by the City of Toronto must be a representative of a user of steam purchased from TDHC, other than the Hospitals, the City of Toronto, the University of Toronto or the Province of Ontario. Such users of steam are frequently referred to as the "downtown customers" to distinguish them from the Hospitals, the City of Toronto, the University of Toronto and the Province of Ontario.

In our opinion, in order to qualify as a representative of a downtown customer, a person must be either an employee of a downtown customer or a person specifically designated by a downtown customer as its representative. The appointment of a person who does not meet one of the foregoing tests would not meet the requirement in the Act that one of the City appointees be a representative of a steam user, notwithstanding that such person was designated to represent the interests of downtown customers.

The Nominating Committee also submits the following communication (April 9, 1998) from Mr. Alex Bystrin, President, Toronto District Heating Corporation:

I have received enquiries from Members of Council as to the eligibility requirements for appointment by the City of Toronto to the Board of Directors of the Toronto District Heating Corporation.

To provide a response, I have asked our corporate counsel to set out the matter, which is done in the attached letter from Peter Gilchrist to me. I am forwarding the letter to you because it may be of general interest to members of the Nominating Committee.

If you or members of the Nominating Committee have questions about the TDHC, please do not hesitate to call me.

(Communication dated April 8, 1998, referred to above,

addressed to the President of the Toronto District Heating Corporation

from Mr. Peter Gilchrist of Blake, Cassels & Graydon)

Re:Qualifications to be a Director of Toronto District Heating Corporation

You have asked for a clarification of the eligibility requirements for appointment as a director of TDHC.

The appointment of directors of TDHC is governed by The Toronto District Heating Corporation Act, 1980 of Ontario (the "Act"). The Act imposes two requirements relating to directors. First, the candidate must be a resident Canadian. Second, one of the persons appointed by the City of Toronto must be a representative of a user of steam purchased from TDHC, other than the Hospitals, the City of Toronto, the University of Toronto or the Province of Ontario.

The Nominating Committee also submits the following communication (March 17, 1998) from Mr. Alex Bystrin, President, Toronto District Heating Corporation:

Re:Residency Requirement for the Representative of Steam Users on TDHC's Board of Directors

I am writing in regard to the nomination of incumbent David Heaslip for the position of Representative of Steam Users on the Toronto District Heating Corporation's Board of Directors.

Mr. Heaslip has served on our board since October 1994 and is currently the Chairman of the Executive Committee. At the time of his initial appointment, it was determined that Mr. Heaslip, in his capacity as Senior Vice-President of the Property Management Division at the CIBC Development Corporation (a TDHC steam customer and a taxpayer in the City of Toronto), met the residency requirement as set forth by the Nominating Committee. Mr. Heaslip is an active and respected member of Toronto's business community and has specific knowledge and expertise in the area of TDHC's business.

Mr. Heaslip is a very valuable and experienced member of TDHC's Board. Given that our Board has undergone a major change and is currently comprised of 60 percent new members, David's continued presence on the Board would be very beneficial.

I would hope that the above points are taken into consideration when Mr. Heaslip's application is reviewed.

The Nominating Committee also submits the following communication (May 1, 1998) from Councillor Ila Bossons, Midtown:

On May 5, 1998, you will be deciding who to recommend for appointment as the new member of the Toronto District Heating Corporation, Board of Directors (TDHC).

I urge you to re-appoint Mr. David Heaslip, Senior Vice-President, Property Management, CIBC Development Corporation, which is a Toronto-based user of steam. As I have written previously, Mr. Heaslip's experience is needed, particularly at this time, with the number of new members on the Board and as there is now only one representative in the users of steam sector.

The TDHC Board is as follows:

2 from the University of Toronto

2 from Queen's Park1 member is new

2 from the Hospitals1 member is new

3 from the City of Toronto2 members are new (Bossons, Fotinos)

1 representing users of steamDavid Heaslip

To make it short, we simply cannot afford to lose Mr. Heaslip. His experience is invaluable and in the short time I have known him, I feel that he is the best person for this job, at this time.

Please vote in support of re-appointing Mr. Heaslip.

--------

The Nominating Committee also had before it the following reports and communications:

(a)Report (March 19, 1998) from the City Clerk submitting the attendance records of citizen appointees to Agencies, Boards and Commissions.

(b)Report (March 19, 1998) from the City Clerk submitting a list of citizens who wish to be considered for appointment, but were unable to attend the Introduction Seminar; and also submitting copies of written submissions from such citizens.

(c)Communication (February 5, 1998) from Councillor Mario Silva, Trinity-Niagara, advising that he is in support of Mr. Fonseca's membership on either the Board of the Metropolitan Toronto Convention Centre or the Toronto Parking Authority. (Mr. Fonseca's submissions were forwarded with the aforementioned report dated March 19, 1998, from the City Clerk.)

(d)Report (March 20, 1998) from the City Clerk submitting a list of citizens who wish to be considered for appointment, but whose applications were received past the deadline; and also submitting the relevant applications.

(e)Communication (March 24, 1998) from Ms. Virginia Cooper submitting a signed courier slip proving that her application for re-appointment to the Canadian National Exhibition Association was delivered to Metro Hall prior to the deadline.

(f)Communication (March 3, 1998) from Councillor Case Ootes, East York advising that he is in support of the application from Ms. Carolyn Reid [CNEA-72] for membership on the Canadian National Exhibition Association, Municipal Section.

(g)Communication (March 17, 1998) from Councillor Betty Disero, Davenport advising that she is in support of the application from Ms. Virginia Novak [MTCCC-33] for appointment to the Metropolitan Toronto Convention Centre Corporation.

(h)Communication (March 16, 1998) from Councillor Ila Bossons, Midtown advising that she is in support of the application from Mr. David C. Heaslip [TDHC-6] for re-appointment to the Toronto District Heating Corporation, Board of Directors.

(i)Communication (March 3, 1998) from Mr. D. F. Sullivan, Chairman, Board of Directors, St. Michael's Hospital advising that he is in support of the application from Mr. David C. Heaslip [TDHC-6] for re-appointment to the Toronto District Heating Corporation, Board of Directors.

(j)Communication (February 6, 1998) from Councillor Ila Bossons, Midtown, requesting that the Nominating Committee consider Councillor Ila Bossons for appointment to the Toronto Parking Authority.

(k)Communication (March 9, 1998) from Councillor David Shiner, Seneca Heights advising that he is in support of the application from Mr. George K. Soulis [TPA-67] for re-appointment to the Toronto Parking Authority.

(l)Communication (April 1, 1998) from Councillor Elizabeth Brown, Rexdale-Thistletown addressed to Mr. Finnamore [TPA-16] expressing appreciation for receipt of his application for re-appointment to the Toronto Parking Authority.

(m)Communication (March 27, 1998) from Councillor Michael Walker, North Toronto advising that he is in support of the application from Mr. David Finnamore [TPA-16] for re-appointment to the Toronto Parking Authority.

(n)Communication (May 6, 1998) from Ms. Nancy P. Smith [TPA-64] thanking the Nominating Committee for its time and attention; and reiterating the reasons that she should be considered for a position on the Board of Directors of the Toronto Parking Authority.

(o)Communication (May 4, 1998) from Councillor Joanne Flint, North York Centre South advising that she is in support of the application from Mr. Ying Hope [TPSB-28] for appointment to the Toronto Police Services Board.

(p)Communication (March 27, 1998) from Mr. H. Atkin advising that he would like to be considered for a position on the Toronto Police Services Board.

(q)Communication (March 30, 1998) from Dr. T. A. Gillmore advising that he would like to be considered for a position on the Toronto Police Services Board.

(Councillor Jakobek, at the meeting of City Council on May 13 and 14, 1998, declared his interest in those portions of the foregoing Clause pertaining to citizen appointments to the Canadian National Exhibition Association - Municipal Section and to the Metropolitan Toronto Convention Centre Corporation, Board of Directors, in that his father-in-law is one of the applicants.)

2

Other Item Considered by the Committee

(City Council on May 13 and 14, 1998, received this Clause for information.)

(a)Membership of the Nominating Committee.

The Nominating Committee reports having received the following communications:

(i)(January 9, 1998) from the City Clerk advising of the Members of Council appointed to the Nominating Committee by City Council at its meeting held on January 2, 6, 8 and 9, 1998, for a term of office expiring on May 31, 1999, and/or until their successors are appointed.

(ii)(April 21, 1998) from the City Clerk advising that Council on April 16, 1998, accepted the resignation of Councillor Anne Johnston from the Nominating Committee, and referred a Motion to the Striking Committee with respect to a proposed replacement for Councillor Johnston.

Respectfully submitted,

NORMAN KELLY,

Chair

Toronto, May 5 and 11, 1998

(Report No. 3 of The Nominating Committee, including an addition thereto, was adopted, as amended, by City Council on May 13 and 14, 1998.)