TABLE OF CONTENTS

REPORTS OF THE STANDING COMMITTEES

AND OTHER COMMITTEES

As Considered by

The Council of the City of Toronto

on May 13 and 14, 1998

NOMINATING COMMITTEE

REPORT No. 2

1Appointments to the Board of Directors of the Greater Toronto Airports Authority (GTAA)

City of Toronto

REPORT No. 2

OF THE NOMINATING COMMITTEE

(from its meeting on April 6 and 15, 1998,

submitted by Councillor Norman Kelly , Chair)

As Considered by

The Council of the City of Toronto

on May 13 and 14, 1998

1

Appointments to the Board of Directors of

the Greater Toronto Airports Authority (GTAA)

(City Council on May 13 and 14, 1998, struck out and referred this Clause back to the Nominating Committee for further consideration.

Council also adopted the following recommendations:

"It is further recommended that:

(1)the Greater Toronto Airports Authority (GTAA) be requested to refrain from making an appointment to the Board of Directors, having regard that Mr. Jeff Lyons, the appointee recommended by the Nominating Committee, has withdrawn his application for this appointment;

(2)the Minister of Transportation be notified of the foregoing request by City Council of the GTAA, and be requested to ensure that such request is carried out;

(3)the City Clerk be requested to notify the communities of the former Cities of York and Etobicoke of this vacancy on the GTAA Board, by means of the local community newspapers, in order to determine whether other individuals are interested in this position;

(4)the Labour Council of Metropolitan Toronto and York Region be requested to provide the name of its nominee for appointment by City Council to the GTAA Board of Directors;

(5)the Nominating Committee be requested to review their policy with respect to the selection of nominees to the GTAA Board of Directors and report thereon to Council for further consideration; and

(6)the City Clerk be requested to advise the Greater Toronto Airports Authority, as soon as possible, of the progress City Council has made with respect to this appointment.")

(City Council at its Special Meeting on April 28 and May 1, 1998, deferred consideration of this Clause to the next regular meeting of Council to be held on May 13, 1998.)

--------

(Clause No. 1 of Report No. 1 of The Nominating Committee)

(City Council on April 16, 1998, deferred consideration of this Clause to the Special Meeting of Council to be held on Tuesday, April 28, 1998.)

The Nominating Committee recommends:

(1)the adoption of the recommendation embodied in the report (April 3, 1998) from Mayor Mel Lastman, viz.:

"It is recommended that Mr. Art Patrick be nominated for appointment as the labour representative of the City of Toronto on the Board of Directors of the Greater Toronto Airports Authority (GTAA) for a four-year term of office commencing on the date of the Annual Meeting of the Members of the GTAA scheduled to be held on May 12, 1998, and expiring on the date of the Annual Meeting of the GTAA to be held in 2002, and/or until his successor is appointed.";

(2)that Mr. Jeffery Lyons be nominated for appointment to the Board of Directors of the GTAA for a four-year term of office commencing on the date of the Annual Meeting of the Members of the GTAA scheduled to be held on May 12, 1998, and expiring on the date of the Annual Meeting of the Members of the GTAA to be held in 2002, and/or until his successor is appointed; and

(3)that, with respect to the appointment of Mr. Jeffery Lyons, Council waive the following portion of the interim policy for citizen appointments, which was adopted by City Council on February 4, 5 and 6, 1998:

"(11)No citizen shall serve on more than one Board or Commission at the same time provided, however, that one member of the Board of Trustees of the Metropolitan Toronto Pension Plan may also serve as a member of the Board of Trustees of the Metropolitan Toronto Police Benefit Fund.",

subject to Mr. Lyons being replaced as a Director of the North York Performing Arts Centre Corporation (Ford Centre) when Council makes new appointments.

The Nominating Committee submits the following report (April 3, 1998) from Mayor MelLastman:

Recommendation:

It is recommended that Mr. Art Patrick be appointed as the labour representative of the City of Toronto on the Board of Directors of the Greater Toronto Airports Authority (GTAA) for a four-year term of office commencing on the date of the Annual Meeting of the Members of the GTAA scheduled to be held on May 12, 1998, and expiring on the date of the Annual Meeting of the GTAA to be held in 2002, and/or until his successor is appointed.

Background:

The GTAA, which was recognized by the Minister or Transport in November 1994, is a not-for-profit corporation with a specialized function of operating airports in the region.

The Council of the former Municipality of Metropolitan Toronto previously accepted the proposed representation structure of the GTAA, which gave Metropolitan Toronto the opportunity to appoint three directors. Following previous discussions among the former Regional Chairpersons, it was agreed that Metro Toronto's third nominee would represent the interests of labour.

On March 8 and 9, 1995, the Council of the former Municipality of Metropolitan Toronto appointed a labour representative to the Board of Directors of the GTAA for a three-year term. The GTAA has subsequently advised that future appointments are to be for a four-year term with a maximum of eight years.

This report recommends the appointment of such labour representative on the GTAA Board of Directors for a four-year term.

The Nominating Committee also submits the following report (March 19, 1998) from the CityClerk:

Purpose:

The purpose of this report is to provide information to assist the Nominating Committee in its review of applications received from interested and qualified members of the public seeking appointment to various Agencies, Boards and Commissions.

Funding Sources, Financial Implications and Impact Statement:

None.

Recommendation:

It is recommended that the Nominating Committee review the applications received for appointment to the following Board:

-Greater Toronto Airports Authority (GTAA), Board of Directors.

Council Reference/Background/History:

In accordance with the interim policy adopted by City Council on February 4, 5 and 6, 1998, with respect to citizen appointments to Boards and Commissions, an advertisement was placed in theToronto Star on Wednesday, February 18, 1998, the Globe and Mail on Saturday, February 21, 1998, and the Toronto Sun on Sunday, February 22, 1998. The ad was also placed in several major newspapers serving racial, ethno-cultural and linguistic communities of Toronto. In addition, a copy of this ad was sent to various community and ethnic newspapers, was posted in libraries and in various City facilities open to the public, and was also posted to the City's website (http://www.city.toronto.on.ca), inviting interested citizens, who are qualified electors, to make applications for appointment to various Boards and Commissions. Members of Council were also provided with a copy of the advertisement together with information circulars in respect of the advertised positions.

As provided in the interim policy adopted by Council, all new applicants were required to attend an orientation seminar in respect of the Board and/or Commission they applied for. Attached are copies of applications from those incumbents who have re-applied, and from those citizens who attended the relevant orientation seminar, as per Council's interim policy.

Comments and/or Discussion and/or Justification:

Enclosed herewith, for the consideration of the Nominating Committee, are the following:

(1)a list of the present citizen appointments to be made to various Boards and Commissions, indicating the number of appointments to be made, the term of office, the past service of each incumbent, and the names of individuals who have submitted applications for consideration by the Nominating Committee;

(2)a summary of the pertinent recommendations adopted by City Council regarding the appointment of citizen members to Boards and Commissions;

(3)a copy of the information circulars in respect of the advertised positions, describing responsibilities, desirable qualifications, time commitments, etc.; and

(4)copies of applications received for appointment to Boards and Commissions from those incumbents who have re-applied, and from those citizens who attended the relevant orientation seminar, as per Council's interim policy.

Contact Name:

Joanne Hamill, Interim Contact, Nominating Committee - 392-4339

--------

The Nominating Committee also had before it the following reports and communications:

(a)report (March 19, 1998) from the City Clerk submitting the attendance records of citizen appointees to Agencies, Boards and Commissions;

(b)report (March 19, 1998) from the City Clerk submitting an application for appointment to the Greater Toronto Airports Authority that was received in the office of the City Clerk subsequent to the deadline;

(c)communications (January 28, 1998) addressed to Mayor Mel Lastman from Mr.MichaelA.Butt, Chairman of the Board, Greater Toronto Airports Authority, respectively advising that:

(i)the term of membership of Sharon Moss, one of the Nominees of the City of Toronto to the Board of Directors of the GTAA (as the labour representative), will expire on May12, 1998, the date of the GTAA's Annual Meeting; and

(ii)the term of membership of Robert Bandeen, one of the Nominees of the City of Toronto to the Board of Directors of the GTAA, will expire on May 12, 1998, the date of the GTAA's Annual Meeting;

requesting that he be provided with the names of the City's Nominees by April27, 1998; and advising that in the event the GTAA does not receive these Nominees by such date, the Board may commence to select its own Nominees in accordance with the terms of the GTAA's by-laws, having regard to the needs of the Nominator and the Board; and

(d)communication (March 6, 1998) from Councillor Brad Duguid, Scarborough City Centre, advising that he is in support of the application from Ms. Barbara Jeffrey for membership on the Board of Directors of the Greater Toronto Airports Authority.

(City Council on May 13 and 14, 1998, had before it, during consideration of the foregoing Clause, the following communication (May 13, 1998) addressed to Mayor Lastman, from Mr. Sidney Valo, Q.C., Corporate Secretary, Greater Toronto Airports Authority:

The Board of Directors of the Greater Toronto Airports Authority met yesterday on May 12, 1998, to consider the nominations the GTAA had received for appointment as members of the Corporation.

As of the date of that meeting, no nominations had been received from the City of Toronto. The Corporation's by-laws provide that in such circumstances the Board of Directors may select a nominee. The Board of Directors resolved to take no action to select a nominee for the City of Toronto on the City of Toronto's behalf.

In the absence of new nominees section 4.60(b) of the GTAA's by-laws provides that the existing Metropolitan Toronto nominated members are deemed to be the City of Toronto's nominees. Consequently the Board of Directors of the Greater Toronto Airports Authority, have satisfied itself that the existing members met all by-law requirements for membership, was required by the by-law to appoint each of Dr. Robert Bandeen and Ms. Sharon Moss as the City of Toronto's nominees for membership to the Greater Toronto Airports Authority.

Dr. Bandeen, having already served for five years as a member may serve a further three years only. Ms. Moss is eligible to serve her entire four-year term.

Given these unanticipated difficulties with the GTAA nomination process the Corporate Governance and Compensation Committee of the Board has determined to review and consider recommending to the Board of directors further amendments to the nomination procedures so as to prevent a similar situation from arising in the future.)

Respectfully submitted,

NORMAN KELLY

Chair

Toronto, April 6 and 15, 1998

(Report No. 2 of The Nominating Committee, including an addition thereto, was adopted, as amended, by City Council on May 13 and 14, 1998.)