Newmarket - Tay Power Distribution Ltd. Report of
the President dated February 18, 2015 regarding Succession Planning for
Director Appointments.
THAT
the Newmarket – Tay Power Distribution Ltd. ( the “Corporation”) Report of
the President dated February 18, 2015 regarding succession planning for
director appointments be received and the following resolution be adopted:
WHEREAS
in keeping with good governance practice, the Shareholders desire to maintain
a board of directors that has the ability and experience to exercise the
care, diligence and skill to act in the best interests of the Corporation;
AND
WHEREAS a staggered change in directors giving new appointees time to gain
experience and knowledge in the affairs of the Corporation while maintaining
a majority of experienced directors that ensures overall board of director
competence is a critical component of good governance;
AND
WHEREAS Non-Municipal Appointees A. Ott and P. Daniels will have been elected
directors of the Corporation for three consecutive terms of three years as of
the date of the 2015 annual general meeting and would otherwise not be
eligible for election;
AND
WHEREAS the loss of directors A. Ott and P. Daniels at the same time would
cause a change of 50 percent in the Non-Municipal Appointees to the board of
directors;
NOW
THEREFORE BE IT RESOLVED by the Municipal Council of the Corporation of the
Town of Newmarket as follows:
1.
THAT Article 3, Section 3.03, Paragraph (3) of the Shareholders Agreement
between Tay Hydro Inc., Newmarket Hydro Holdings Inc., Newmarket – Tay Power
Distribution Ltd., the Corporation of the Township of Tay and the Corporation
of the Town of Newmarket which states “Elected directors shall be elected for
a three (3) year term. All elected directors shall be eligible for election
for a total of three (3) consecutive terms” be waived for the election of two
Non-Municipal Appointees at the 2015 Annual General Meeting of Newmarket –Tay
Power Distribution Ltd.;
2.
AND THAT A. Ott be elected to a one year term;
3.
AND THAT P. Daniels be elected to a two year term.
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