Regulation and Governance of Municipally-Owned Corporations in Ontario

Introduction
 
 Chapter 1: The creation of corporations by municipalities
 1. Incorporation under section 203(1) of the Municipal Act, 2001
 2. Companies created under section 142 of the Electricity Act, 1998
 
 Chapter 2: Wind-up and dissolution
 1. Overview
 2. Under the OBCA
 3. Under the CBCA
 4. Tax consequences
 
 Chapter 3: Principles of governance for publicly-owned corporations
 1. The OECD principles of corporate governance
 2. The Canadian Coalition for Good Governance guidelines
 3. OEB Review of Corporate Governance of Electricity Distributors
 4. The Elenchus Report – Corporate governance for regulated natural gas and electricity utilities 
 5. Energy Policy and Management Centre policy brief
 6. Draft report of the OEB on corporate governance for OEB rate-regulated utilities 
 7. The Electricity Distributors Association’s comments to the draft report of the OEB
 
 Chapter 4: Purposes and restrictions on activities
 1. Municipal services corporations
 2. Local distribution companies
 3. New businesses within the regulated LDC
 
 Chapter 5: Shareholder control and accountability mechanisms
 1. Municipal by-law powers
 2. Shareholder directions and shareholder agreements
 3. Constating documents (articles, by-laws)
 4. Accountability to the municipal shareholder
 5. Shareholder “representation” on board of directors
 
 Chapter 6: The role of the directors
 1. Powers and duties of directors
 2. Directors’ liability
 3. Directors’ due diligence
 4. LDCs, independent directors and the Affiliate Relationships Code
 5. Conflicts of interest: Corporate law
 6. Conflicts of interest from a municipal perspective: The Municipal Conflict of Interest Act
 7. Conflicts in the context of procurement law
 8. Policies and procedures of boards on governance
 9. Human rights policies
 10. Workplace harassment policies
 
 Chapter 7: Shareholders’ meetings
 1. Introduction
 2. Municipal council meetings
 3. Shareholders’ meetings for business corporations
 
 Chapter 8: Confidentiality and disclosure
 1. MFIPPA – Purpose and introduction
 2. In camera meetings of council and municipally-owned corporations
 
 Chapter 9: Corporate finance and eligible investments
 1. Restriction on investments
 2. Permitted investments
 3. Prescribed securities
 4. Restriction on investments in section 142 corporations
 5. Debt in section 142 corporations is “grandfathered” if issued under transfer by-law
 6. Separate authority for investment in equity of section 142 corporations
 7. Additional authority for prudent investments
 
 Chapter 10: Tax issues
 1. Federal income tax
 2. Payments in lieu of tax and other provincial tax obligations 
 
 Chapter 11: The future of the LDC: Implications for governance and relationships with service providers
 1. Introduction
 2. Fully integrated network orchestrators
 3. Distributed service platforms
 4. Load serving entities
 5. Risk/reward from the municipal perspective versus the private sector’s perspective
 6. Structuring relations with private sector service providers
 
 Appendix A: Sample shareholder declaration
 Appendix B: Anti-harassment and anti-discrimination policy
 Appendix C: Code of conduct
 Appendix D: Conflict of interest policy
 Appendix E: Procedures by-law