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Home My WebLink About03-29-2019 Special CouncilSpecial Council Agenda Date: Friday, March 29, 2019 Time: Immediately following the Special General Government Committee meeting Place: Garnet B. Rickard Recreation Complex 2440 Durham Regional Hwy 2 Bowmanville, Ontario FbInquiries & Accommodations: For inquiries about this agenda, or to make arrangements for accessibility accommodations for persons attending, please contact: Michelle Chambers, Administrative Assistant to the Clerk, at 905-623-3379, ext. 2101 or by email at mchambers(a)_clarington.net. Alternate Format: If this information is required in an alternate format, please contact the Accessibility Coordinator, at 905-623-3379 ext. 2131. Cell Phones: Please ensure all cell phones, mobile and other electronic devices are turned off or placed on non -audible mode during the meeting. Copies of Reports are available at www.clarington.net i �� Special Council Agenda Date: March 29, 2019 Time: Immediately following the Special General Government Committee meeting Place: Garnet B. Rickard Recreation Complex 1 Call to Order 2 Declaration of Interest 3 Business Arising from Procedural Notice of Motion 3.1 Reconsider the portion of Resolution #C-110-19 pertaining to the Elexicon Page Board on the per diem meeting fee for directors 4 Confirming By-law 5 Adjournment Page 2 PG.25.06 GG MUNICIPALITY OF CLARINGTON -Ge -2 ;-6nTm i t Meeti s RESOLUTION # DATE: f MOVED BY AA A tA SECONDED BY� That J'e- UVB C �j W e MUNICIPALITY OF CLARINGTON General Government Committee Meeting RESOLUTION # DATE: MOVED BY ( Z\/UUM VUJI y SECONDED BY 41A --.f That c -r �3 k— " / ( 6v-\- 1 1/` PG.25.06 GG ron ClatVgtOR Memo If this information is required in an alternate format, please contact the Accessibility Co-ordinator at 905-623-3379 ext. 2131 To: Mayor Foster and Members of Council From: Andy Allison, CAO Date: March 15, 2019 Subject: Elexicon Attached please find a copy of an undated letter that was sent to me this morning by the Interim President & CEO of Veridian and the President & CEO of Whitby Hydro. The letter provideds their recommendations respecting compensation for directors of Elexicon Corp. Unless directed otherwise, my intention would be to support the recommendations contained in this letter at the inaugural shareholders' meeting for Elexicon on April 1, 2019 (as Clarington's authorized representative). Andy cc: Department Heads The Corporation of the Municipality of Clarington 40 Temperance Street, Bowmanville ON 1-11C 3A6 1905-623-3379 $WWDFKPHQVWR5HSRUW&/' 0 elexicon s� CORP VERIDIAN �s C O R P O R A T 1 0 N Chief Administrative Officer Municipality of Clarington Dear: Mr. Allison Re: Elexicon Director Compensation We are pleased to provide you with our director compensation recommendations for the Elexicon group of companies. As you know, approval for these compensation arrangements ❑L®HIVRE] KV®ViWH®E] ❑.DW(NELFR®KDUlKR(GHU/® HH%O , which has been scheduled for April 1St 2019. Our recommendations were prepared with the assistance of Korn Ferry; a reputable consulting firm with extensive experience in the field of compensation benchmarking. The recommendations address director compensation for the boards of directors of the following business units: Elexicon Corp. ❑the holding company with a board of directors comprised of 5 elected officials and 6 other members ®I®KLFK®LMBRSIGR❑LEMm'I-ILEHER❑ subsidiary boards). Elexicon Energy ❑the regulated subsidiary of Elexicon Corp. that will carry out the business of electricity distribution and which will be governed by a board of directors comprised of 7 members (2 non -elected members from Elexicon Corp. plus 5 others). :1 Elexicon Group ❑the unregulated subsidiary of Elexicon Corp. that will pursue competitive business opportunities and which will be governed by a board of directors comprised of 5 members (2 non -elected members from Elexicon Corp. plus 3 others). The following table summarizes our compensation recommendations for these businesses: Fee Category Amount Chair retainer $30,000 per year Director retainer ❑sin le board $16,500 per year Director retainer ❑dual board $20,000 per year Supplemental retainer ❑committee chair $3,500 per year Meeting fees $575 per meeting (i.e. all board and board committee meetin s These recommendations were determined through an assessment of the director compensation practices of seven municipally owned electricity distributors operating in the province of Ontario. They are: Alectra Utilities, Hydro Ottawa, London Hydro Inc., Kitchener - Wilmot Hydro Inc., Oakville Hydro, Waterloo North Hydro Inc. and ENWIN Utilities Ltd. The recommended compensation levels are targeted between the 50th and 75th percentile of this SHHIIDLREEIR DLNHV®KLFK=Ra4-V flEVUL\MEWHm-I®VILHME ERIT(6i❑IFRE=usiness operations within the group. The recommended compensation levels are not dissimilar to those currently in place for Veridian and Whitby Hydro. These are as follow: Legacy Organization Board Position Annual Retainer Meeting Fees2 Veridian4 Board Chair $31,827 $530 Board Member $13,261 / $16,4111 $530 Committee Chair none $1,0613 Whitby Hydros Board Chair $33,400 none Board Member $18,750 none Committee Chair $21,750 none 1. Veridian Corporation and Veridian Connections dual board members receive additional compensation 2. Veridian pays the Chair/Director incumbents meeting fees for all meetings in excess of four per year 3. Committee chairs are paid an enhanced meeting fee for meetings that they chair 4. Veridian director compensation was set based on the advice of an independent third party 5. Whitby Hydro director compensation was established by by-law, based on the average of compensation levels in place for Veridian and Oshawa PUC. We hope this information is helpful as you prepare for our shareholGHLVIEP HHV1® =01M® hesitate to contact us if you have any questions. Regards, Rob Scarffe Interim President & CEO Veridian Corporation John Sanderson President & CEO Whitby Hydro Energy Corporation