HomeMy WebLinkAboutAppointments - Board of Directors - Kitchener Power Corporation - GOV-BOA-115Page 1 of 3
POLICY GOV-BOA-115
APPOINTMENTS - BOARD OF DIRECTORS -
ENOVA POWER CORPORATION
Category
GOV -
Governance
Sub-category
BOA - Board &
Committee
Approval Type
COUNCIL
Department/Division
Corporate Services
Department /
Legislated Services
Division
Author and Position
City Clerk, Director of Legislated
Services
Date Approved
September 30, 2002
Last
Reviewed/Amended
November 18, 2024
Next Review Date
July 1, 2027
Related Policies or Procedures
•
Policy Purpose
Enova Energy Corporation is an energy company owned by the City of Kitchener, the City of
Waterloo, the Township of Woolwich, the Township of Wilmot, and the Township of
Wellesley.
Enova Power Corp. (Enova) is a regulated electricity distribution company and a wholly-
owned subsidiary of Enova Energy Corporation, created by the merger of Kitchener-Wilmot
Hydro and Waterloo North Hydro.
In accordance with the Shareholders Agreement, independent and non-independent
Directors shall serve on the Enova Energy and Enova Power Corp. Board of Directors,
respectively.
Definitions
“Board” means the Board of Directors of the Corporation;
“Corporation” means the Enova Energy Corporation
“Independent” means an individual who: (i) is not an employee of the Corporation or any
Subsidiary; (ii) is not an employee of any Shareholder or any Affiliate of any Shareholder; (iii)
is not an elected official of any Shareholder; (iv) is not a party to, or holds a material interest
in a Person that is a party to, a material contract between any Shareholder and such
individual, and (v) unless otherwise agreed by a Super Majority, is not a spouse, child or
parent of any of the foregoing;
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“Non-Independent” means any individual who is not Independent;
“Person” means an individual, firm, partnership, unincorporated association, corporation,
municipal corporation, trust or other legal entity of any kind whatsoever;
“Shareholder” means any Person which is a registered holder of Shares.
Policy Scope
Application
☐ Employees (Indicate below which categories apply: All employees, Permanent full-time, Temporary full-time, Continuous part-
time, Casual, Probationary, Student, Management, Non-union)
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☐ Unions (Indicate below which categories apply: All Unions, CUPE 68 Civic, CUPE 68 Mechanics, CUPE 791, IATSE, IBEW, KPFFA)
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☒ Council
☐ Specified Positions: Click or tap here to enter text.
☐ Other: Local Boards and Advisory Committees
Policy Content
Appointments to the Board of Directors of the Enova Power Corp. and Enova Energy
Corporation shall be made in accordance the Shareholder’s Agreement dated September 1,
2022. The City of Kitchener’s appointments shall be made in accordance with this policy.
• The City of Kitchener shall appoint annually, two members to the Enova Power Corp.
Board of Directors, one of which shall be the Mayor, and one shall be a member of
City Council.
• The City of Kitchener shall appoint annually, three members to the Enova Energy
Corporation Board of Directors, one of which shall be the Mayor, and two shall be
members of City Council.
• Four independent Directors to the Enova Energy Corporation Board of Directors shall
be members of the public who will be nominated by the Enova, in accordance with the
Shareholder Agreement and its By-laws, for Council’s consideration during the annual
appointments to Boards and Committees.
Each year at least one City appointed member of the Board of Directors will be replaced,
preferably the longest sitting Director. Council will endeavour, if possible, not to replace more
than one Director in a year. The Mayor, by virtue of the Shareholder’s Agreement, is exempt
from this clause.
Results of Review
☐ No Edits Required
☐ Housekeeping Edits
☒ Substantial Edits
☐ Repeal/Replace
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Policy History
Administrative and Housekeeping Changes
Date Nature of Change
2016-06-01 I-115 policy template re-formatted to new numbering system and given
number GOV-BOA-115.
Substantial Changes
Date Council/CLT Directive
2024-11-18 As Per Council/CLT Directive - Report COR-2024-018