Loading...
HomeMy WebLinkAboutCLD-027-13 Clar*wa REPORT MUNICIPAL CLERK'S DEPARTMENT Meeting: GENERAL PURPOSE AND ADMINISTRATION COMMITTEE Date: October 7, 2013 Resolution#: -1 By-law#: Report#: CLD-027-13 File#: Subject: NOMINATION PROCESS —VERIDIAN CORPORATION AND VERIDIAN CONNECTIONS INC. RECOMMENDATIONS: It is respectfully recommended that the General Purpose and Administration Committee recommend to Council the following: 1. THAT Report CLD-027-13 be received; 2. THAT the procedure for nominations to and the replacement of directors on the Veridian Corporation and the Veridian Connections Inc. Boards, as outlined in Attachment No. 1 to Report CLD-027-13, be approved; and 3. THAT all interested parties listed in Report CLD-027-13 be advised of Council's decision. r- f . Submitted by: __, Reviewed by: 4 Pa i L. rrie, CMO Franklin Wu, Municipal Clerk Chief Administrative Officer PLB CORPORATION OF THE MUNICIPALITY OF CLARINGTON 40 TEMPERANCE STREET, BOWMANVILLE, ONTARIO L1C 3A6 T 905-623-3379 REPORT NO.: CLD-027-13 PAGE 2 1.0 BACKGROUND At the Council meeting held on April 15, 2013, the following recommendation of the General Purpose and Administration Committee (GPA) was approved: "WHEREAS the Municipality of Clarington is a shareholder of Veridian Corporation Inc.; AND WHEREAS Veridian Connections Inc. is a wholly owned subsidiary of Veridian Corporation Inc.; AND WHEREAS the Mayor of the Municipality of Clarington, one elected representative from Clarington Council, and two non-elected representatives have represented Clarington on the Boards of Veridian Corporation and Veridian Connections Inc.; AND WHEREAS the Veridian Connections Inc. Board of Directors is appointed by the Veridian Corporation Inc. Board; AND WHEREAS Veridian Corporation Inc. and Veridian Connections Inc. need independent directors with experience in regulatory affairs, human resources/executive compensation, legal, board governance, senior management, and electrical utility distribution; NOW THEREFORE BE IT RESOLVED: THAT, for any future nominations for the Municipality of Clarington to the Veridian Connections Inc. Board of Directors, one of the nominees from the Municipality of Clarington shall be a non-elected resident of Clarington, which nominee shall be voted on by the Council of the Municipality of Clarington in an open and transparent process consistent with Clarington's process for the appointment of community members to boards, and which nominee shall not be the same person who is the non-elected director for Clarington on the Veridian Corporation Inc. Board of Directors; and THAT, for any future nominations for the council representative of the Municipality of Clarington to the Veridian Connections Inc. Board of Directors, in the event that the Mayor of the Municipality of Clarington does not sit on the Board of Directors of Veridian Connections Inc., the nominee for the Council representative position shall be the same member of the Council of the Municipality of Clarington that was appointed to the Board of Directors of Veridian Corporation Inc." Subsequent to this resolution being passed, the following GPA recommendation was approved on April 29, 2013: REPORT NO.: CLD-027-13 PAGE 3 "THAT the Municipal Clerk be directed to prepare a procedure in accordance with Resolution #GPA-239-13 for the open and transparent process for the nomination by Council of a community member to the Veridian Corporation Board, and the Veridian Connections Inc. Board, and any request by Council for the removal of a community member from the Veridian Corporation Board, and the Veridian Connections Inc. Board." 2.0 SHAREHOLDERS' AGREEMENT 2.1 Veridian Corporation Board of Directors The Municipality of Clarington entered into a Shareholders' Agreement (the Agreement) between the Town of Ajax, the City of Pickering, Veridian Corporation and Veridian Connections Inc. in November 1999. In September 2001, Belleville Utilities merged with Veridian Corporation and the City of Belleville became a party to the Agreement. 2.2 Shareholder Action In accordance with section 3.2 (a) of the Agreement, each of the Shareholders agrees to elect as members of the Veridian Corporation Board of Directors the nominees put forward by each other Shareholder from time to time in accordance with the provisions of the Agreement. 2.3 The Board and Subsidiary Boards In accordance with the Agreement, section 3.2 (b), the business and affairs of Veridian Corporation are managed or supervised by the Board which consists of 14 directors. The Municipality of Clarington shall nominate 3 of these directors. Section 3.2 (d) states that each Shareholder shall nominate the Mayor or the Mayor's Designate as one of the Shareholder's nominees to the Board, provided that if the Mayor ceases to hold the office of Mayor, the appointing Shareholder shall forthwith replace the Mayor or the Mayor's Designate, as applicable. Each Shareholder shall nominate to the Board members of its council provided that at least one nominee of each Shareholder shall not be a member of council. Qualifications of candidates for the Board shall, where possible, include the following: i) Business experience; ii) Time availability; iii) Financial skills; iv) Marketing skills; v) Industry knowledge; vi) Independence of judgment; vii) Integrity; viii) Knowledge of public policy issues relating to the Corporations; and REPORT NO.: CLD-027-13 PAGE 4 ix) Knowledge and experience concerning environmental matters, labour relations and occupational health and safety issues. 2.4 Director Replacement Section 3.2 (c) of the Agreement deals with replacing directors of the Veridian Corporation Board and states that any initial Shareholder may replace any director nominated by it at any time during the term of the Agreement and shall nominate a new member to the Board as appropriate to replace the removed member. 2.5 Nominating Committee In accordance with Section 3.3 (b) of the Agreement, the Veridian Corporation Board appoints members to the Nominating Committee whose purpose it is to make recommendations to the Shareholders concerning candidates for the Board and the compensation for members of the Board, the Chair, Vice-Chair and Board Committee members and chairpersons. 2.6 Veridian Connections Inc. Board Technically, the Municipality of Clarington has no authority to make any nominations to the Veridian Connections Inc. Board. At the Inaugural meeting of the Veridian Corporation Board, the Chair and Vice-Chair of the Board are elected from the newly appointed directors and the Corporation Board makes its appointments to the Board of Veridian Connections Inc. Clarington has never made recommendations for nominations to the Board of Directors of Veridian Connections Inc. Board. 3.0 NOMINATION PROCESS The term for the Board, which has been determined by the Shareholders, is consistent with the term of Council. In the fall of each election year, Veridian places advertisements in the local newspapers and on the Shareholders' websites seeking candidates to serve on the Board of Directors for Veridian Corporation and Veridian Connections Inc. Resumes are forwarded directly to Veridian. In 2010, a consulting firm was engaged to interview interested candidates and make recommendations to the Nominating Committee. Once approved by the Nominating Committee, the recommendations were submitted to the various Shareholders, with a request that each Shareholder make their nominations to the Veridian Corporation Board of Directors, in accordance with the Agreement. REPORT NO.: CLD-027-13 PAGE 5 Because of the notification deadline of mid-December, Clarington's nominations to the Board are considered at the Inaugural Meeting of Council. The recommendations of the Nomination Committee are distributed to all members of Council, confidentially, for their consideration at that meeting. 4.0 OTHER SHAREHOLDERS In discussion with the other municipal Shareholders (Ajax, Pickering and Belleville) it has been determined that they follow the same process as Clarington, with one exception. The Town of Ajax makes their nomination to the Board of Directors for Veridian Corporation in the same manner in which Clarington does, but they also provide a recommendation for their preferred nomination for the Board of Veridian Connections Inc. This individual is chosen from the recommendations of the Nominating Committee for the Veridian Corporation Board. In providing this recommendation, Ajax is fully aware that the Veridian Corporation Board makes the appointment to the Veridian Connections Inc. Board and that they are not obligated, in any way, to approve the nomination from the Town. The recommendations that have been put forward have, however, always been appointed to the Veridian Connections Inc. Board by the Corporation Board. 5.0 MUNICIPALITY OF CLARINGTON'S PROCESS OF BOARD/COMMITTEE APPOINTMENTS The Municipality appoints community members to a number of boards and committees, for a term consistent with the term of Council. In the fall of an election year, the Municipal Clerk's Department places an advertisement in the local newspapers and on the Municipality's website seeking applications from individuals interested in filling the positions on the various boards/committees. Once received, the Municipal Clerk's Department prepares a report to the General Purpose and Administration Committee (GPA), providing a listing of all individuals who have applied and attaching their completed applications confidentially. The report is considered during the public portion of the GPA meeting. Should the members of Council wish to discuss specific qualifications about an identifiable individual(s), they do so in closed session, in accordance with the Municipal Act. 6.0 CONCURRENCE This report has been reviewed by the Director of Corporate Services and the Municipal Solicitor who concur with the recommendations. REPORT NO.: CLD-027-13 PAGE 6 7.0 CONCLUSION The process of nomination of members of the Veridian Corporation Board is specifically addressed in the Shareholders' Agreement. This process is similar to the Municipality of Clarington's process of appointments to boards/committees in that an advertisement is placed seeking interested individuals and that the nominations are considered by Council at an open meeting. The process differs in that the applicants are interviewed, with recommendations being forwarded to Council, and the fact that the Corporation Board makes the nomination to the Veridian Connections Inc. Board, without input from Council. It is therefore recommended that the process currently being followed for the nominations to the Veridian Corporation Board remain unchanged but that Council provide a recommendation for the nomination to the Corporation Board for the Director to represent Clarington on the Veridian Connections Inc. Board. The process for the replacement of directors is specified in Section 3.2 (c) of the Agreement. The procedure attached hereto outlines the process which Council will follow, in accordance with the Agreement, should it be necessary for a director to be replaced. CONFORMITY WITH STRATEGIC PLAN — Not Applicable Staff Contact: Patti L. Barrie, Municipal Clerk Attachments: Attachment No. 1 — Procedure Re The Board of Directors of Veridian Corporation and Veridian Connections Inc. List of interested parties to be advised of Council's decision: Veridian Corporation Attachment 1 To Report CLD-027-13 PROCEDURE RE THE BOARD OF DIRECTORS OF VERIDIAN CORPORATION AND VERIDIAN CONNECTIONS INC. A. NOMINATIONS TO THE BOARDS OF DIRECTORS 1. In December of an Election Year, Veridian places advertisements in the local newspapers and on the Shareholders' websites seeking candidates to serve on the Board of Directors for Veridian Corporation and Veridian Connections. Once these applications are received, Veridian's Nominating Committee will make recommendations to each of their Shareholders for the Councils to make their nominations to the Board of Directors for Veridian Corporation. Once these nominations are made, and a formal election has taken place, the Board of Directors of Veridian Corporation elects members to the Board of Directors of Veridian Connections Inc. 2. Upon receipt of the report of the Nominating Committee, the Municipal Clerk's Department will reproduce the report for distribution, confidentially, to the Members of Council together with the agenda for the Inaugural Meeting of Council. 3. The matter will be considered by Council during the Inaugural Meeting with a motion coming forward to: (a) Nominate three individuals to the Veridian Corporation Board of Directors as follows: - 2 - Attachment 1 To Report CLD-027-13 i) The Mayor or the Mayor's Designate ii) One member of Council iii) One non-elected representative. (b) Request that the Veridian Corporation Board nominate and elect to the Veridian Connections Inc. Board of Directors, two individuals (based on the current number of directors of the Veridian Connections Board) as follows: i) Either the Mayor, the Mayor's Designate, or the member of Council who is nominated to the Veridian Corporation Board of Directors; and ii) One non-elected representative, who shall not be Clarington's non-elected nomination to the Veridian Corporation Board of Directors. (in making the recommendations for nominations to the Veridian Connections Board of Directors, Council is aware that the Veridian Corporation Board is not obliged to appoint the nominees put forward by the Municipality.) B. REPLACEMENT OF DIRECTORS 1. VERIDIAN CORPORATION BOARD In accordance with Section 3.2 (c) of the Shareholders' Agreement, the Municipality of Clarington may replace any director nominated by it to the Board of Directors of Veridian Corporation at any time. Should this be necessary, a resolution of Council shall be passed removing the Director and nominating a new member to the Board to replace the removed Director. - 3 - Attachment 1 To Report CLD-027-13 2. VERIDIAN CONNECTIONS BOARD Should it be Council's desire to replace a member of the Board of Directors of Veridian Connections Inc. who Clarington requested be nominated and elected to such Board, a resolution of Council shall be passed requesting that the Veridian Corporation Board of Directors remove the Director and nominate and elect a new member to the Board to replace the removed Director.