Toronto Hydro – Board Governance Structure
Mandate and Responsibilities
Toronto Hydro Corporation is incorporated under the Business Corporations Act, with the City of Toronto as its sole shareholder. Toronto Hydro is a reporting issuer under the Securities Act and is regulated by the Ontario Securities Commission.
Toronto Hydro is a holding company which operates two wholly-owned subsidiaries:
- Toronto Hydro-Electric System Limited is the electricity distribution company which is regulated by the Ontario Energy Board. It is the largest municipal electricity distribution company in Canada and delivers electricity to more than 730,000 residential, commercial and industrial customers primarily in Toronto.
- Toronto Hydro Energy Services Inc. is the energy services company. It provides street lighting services and engages in energy conservation and demand management activities.
The Board of Directors is responsible for supervising the management of the business and affairs of the Corporation, including the following specific matters:
- approving the overall business strategy;
- approving any dividend payment or distribution of capital;
- approving the financing strategy;
- ensuring the Corporation follows the Shareholder Direction;
- appointing the officers of the Corporation;
- appointing the board of directors of the Corporation’s subsidiaries; and
- providing strategic direction and corporate and management services to the Corporation’s subsidiaries.
Board Size and Composition
The Board of Directors consists of 11 members and is composed of:
- the Mayor, or a Council Member who the Mayor recommends as a designate and is appointed by City Council;
- 2 Council Members; and
- 8 citizen members.
Chair and Vice-Chair
City Council appoints one of the citizen members of the Board to be the Chair. The Board may from time to time appoint a Vice-Chair from amongst its members.
Citizens are eligible for appointment to the Board of Directors, and eligible to remain on the Board after being appointed, if they satisfy the eligibility requirements for appointment as set out in the City’s Public Appointments Policy.
In addition, citizen members are eligible for appointment to the Board, and eligible to remain on the Board after being appointed, if they:
- satisfy the eligibility requirements under the Business Corporations Act (Ontario) and the Securities Act (Ontario);
- are residents of Toronto; and
- are not elected officials or employees of the City or any of its agencies or corporations.
Board members should collectively represent a range of expertise including:
- experience on a public utility commission or board of a major corporation or other commercial enterprise;
- experience or knowledge with respect to:
- 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 industry;
- environmental matters;
- labour relations; and
- occupational health and safety issues;
- commercial sensitivity and acumen;
- independence of judgement; and
- personal integrity.
In addition, at least three Directors must have financial management expertise.
Appointments Process – Citizen Members
Citizen members are recruited through an advertised recruitment process. The appointments process is conducted according to the policies and procedures in the City’s Public Appointments Policy by a Corporation Nominating Panel appointed by the Mayor. A search consultant may be engaged to assist the Panel during the process.
Approximately quarterly or at the call of the Chair or as determined by the Board.
Citizen Chair: $75,000 annual retainer (no meeting fees).
Citizen Directors (other than the Chair): maximum aggregate remuneration of $30,000 based on:
- $12,500 annual retainer; plus
- $1,000 for each meeting of the Board attended;
- $1,000 for each meeting of the board of a subsidiary attended, provided the meeting is other than on a day when there is a meeting of the Board;
- $1,000 for each meeting of a committee of the Board attended, provided the meeting is other than on a day when there is a meeting of the Board and subject to an aggregate annual maximum of $5,000 for meetings of committees of the Board.
No remuneration is paid to Council Members on the Board.