Horizon Utilities Corporation is governed in accordance with the Ontario Business
Corporations Act and a Shareholder Declaration. The Shareholder
Declaration requires that the Board of Directors observe the same
standards of corporate governance of the Toronto Stock Exchange
for publicly traded corporations.
Horizon Utilities Corporation is not publicly
traded. However, the Corporation recognizes the role of good
governance in a successful business enterprise and has provided
some voluntary disclosure on its corporate governance practices.
Responsibilities of
the Board of Directors
The Toronto Stock Exchange Committee on Corporate
Governance in Canada (the Dey Committee) identified and elaborated
five areas in which Boards should assume responsibility for
corporate stewardship:
Strategic Planning
Risk Assessment
Succession Planning and Management Performance
Communications Policy
Internal Controls and Management Information
Systems
The Board of Directors of Horizon Utilities has
recognized and assumed responsibilities in the areas identified by
the Dey Committee. Such responsibilities are discharged by the
Board directly with supporting oversight by its committees.
The Dey Committee also provided guidelines that
the majority of Directors should be independent and free from
conflicting interests and that corporations should disclose any
conflicts. Horizon Utilities reports that all seven directors are independent of Horizon Utilities and its shareholders,
Hamilton Utilities Corporation and St. Catharines Hydro Inc. The Board meets independently of Management
for a portion of each of its meetings. As well, the Corporation
reports that none of its Directors has a conflict.
Annually the Board requests and receives an
independence letter from the auditors. The letter confirms that
they are objective with respect to the Corporation within the
meaning of the Rules of Professional Conduct of the Institute of
Chartered Accountants of Ontario.
There are three committees of the Board with
respective mandates as follows:
Audit and Risk Management Committee: risk
assessment, internal control, financial information and annual
audit, and the information systems activities of Horizon
Utilities Corporation;
Human Resources and Corporate Governance
Committee: succession planning, management objective setting and
performance, compensation and communications policy activities of
the Corporation;
Nominating Committee: evaluation and nomination
of Directors of the Board as may be required.
The Strategic Planning activities of the
Corporation are monitored directly by the Board of Directors.
The Dey Committee also recommends that Committees
of the Board should generally be comprised of independent
Directors. Each Committee of Horizon Utilities Corporation is
comprised of four independent Board members.
The Board approves the CEO's mandate and annual
corporate objectives consistent with the recommendations of the
Dey Committee.
The permitted business activities of the
Corporation are outlined in its Shareholder Declaration. The
mandate of the CEO and annual corporate objectives are consistent
with the Shareholder Declaration. The authority limits of the CEO,
as delegated by the Board, have been formally documented and
executed by the Board. In addition, the Human Resources and
Corporate Governance Committee annually reviews and approves the
CEO's objectives and evaluates the CEO's performance.
