Board-specific processes and requirements
Toronto Hydro Corporation Board of Directors
The board-specific requirements set out below reflect the requirements approved by Council in September 2006.
Agency profile
Toronto Hydro is incorporated under the Ontario Business Corporations Act, with the City of Toronto as its sole shareholder.
Toronto Hydro Corporation is a reporting issuer under the Ontario Securities Act and is regulated by the Ontario Securities Commission.
The Corporation operates two wholly owned affiliates: Toronto Hydro-Electric System Limited and Toronto Hydro Energy Services Inc.
Toronto Hydro-Electric System Limited is the electricity distribution company. It is the largest municipal electricity distribution company in Canada and delivers electricity to approximately 684,000 residential, commercial and industrial customers in the City of Toronto. Toronto Hydro-Electric System Limited is regulated by the Ontario Energy Board.
Toronto Hydro Energy Services Inc. is the energy services company. It provides street lighting services and energy efficient products and services.
Board responsibilities
The Board of Directors is responsible for supervising the management of the business and affairs of Toronto Hydro Corporation, including the following specific matters:
- establishing appropriate reserves consistent with sound financial principles and financial performance objectives
- approving any dividend payment or distribution of capital
- selecting bankers and other financial institutions and establishing all banking authorities
- directing labour and employee relations matters
- appointing the officers of the Corporation
Term of office
Two years with a renewal term of two years (without recruitment, with full recruitment every four years)
Note: The term of the 8 citizens currently serving on the board is December 1, 2008, to November 30, 2010, with a renewal term of two years, or until successors are appointed.
Composition
The board consists of 12 members:
- the Mayor or a designate appointed by the Mayor
- 3 members of Council appointed by City Council
- 8 citizen members
Qualifications
In addition to the general eligibility requirements set out in the Public Appointments Policy, board members should collectively represent a range of expertise including:
- experience on a public utility commission or board of major corporation or other commercial enterprise
- corporate finance
- corporate governance
- market development
- large system operation and management
- urban energy industries
- public policy issues and laws relating to Toronto Hydro and the electricity market
- environmental matters, labour relations and occupational health and safety issues
- commercial sensitivity and acumen, and
- independence of judgement and personal integrity
- financial management expertise
Meetings
Approximately quarterly or at the call of the Chair
Remuneration
| Chair: | $75,000 annual retainer |
| Members: | $12,500 annual retainer, plus $1,000 per meeting up to a maximum of $30,000 |
No remuneration is paid to Members of Council who serve on the board
Nomination process - multiple sourcing
For the 8 citizen appointees, a search consultant may be engaged to provide the names of interested candidates that meet the qualifications defined by City Council. A number of recruitment methods may be used including media advertising, the consultant's database, recruitment at professional organizations, etc. The candidate list is reviewed and short-listed by a Corporations Nominating Panel appointed by the Mayor.
The search consultant or staff review team provides the Panel with the credentials of all candidates and demonstrates how each meets the City's qualifications. The Panel ensures that collectively all of the areas of expertise required are provided by the preferred candidates. The Panel conducts interviews and reports its recommendations to Council. The consultant may also provide references and check for conflicts of interest if required.