EXECUTIVE COMMITTEE – APRIL 18, 2018
John Lee, David Froh and Kim Exner, representing Economic Development Regina Inc., addressed the Committee.
The Committee adopted a resolution to concur in the recommendation contained in the report.
Recommendation #2 does not require City Council approval.
Mayor Michael Fougere, Councillors: Jason Mancinelli (Chairperson), Lori Bresciani, John Findura, Jerry Flegel, Bob Hawkins, Mike O’Donnell, Andrew Stevens and Barbara Young were present during consideration of this report by the Executive Committee.
The Executive Committee, at the PRIVATE session of its meeting held on April 18, 2018, considered the following report from the Administration:
RECOMMENDATION
1. That the Executive Director, Financial and Corporate Services, as the City’s proxy, be authorized to exercise the City’s voting rights in Economic Development Regina (EDR) and approve the following at the annual general meeting on May 1, 2018:
a) Receive the audited financial statements for the 2017 operating year (Appendix A);
b) Receive the 2017 Annual Report (Appendix A);
c) Receive the 2018 Business Plan (Appendix A);
d) Receive the 2018 Operating Budget (Appendix A);
e) Appoint auditor selected by the City of Regina through the Request for Proposal process as auditor of EDR for 2018, pursuant to section 149 of The Non-profit Corporations Act, 1995 (Saskatchewan).
f) The following Directors be appointed to the EDR Board of Directors:
Mr. Ryan Urzada – May 2018 to April 2019;
Mr. Eric Dillon – May 2018 to April 2020;
Ms. Tina Svedahl – May 2018 to April 2020;
2. That this report be forwarded to the April 30, 2018 meeting of City Council for approval.
CONCLUSION
As the sole voting membership holder of EDR, the City must exercise its voting rights at the EDR annual general meeting to (i) appoint members to the Board of Directors; (ii) appoint or waive the requirement of an auditor; (iii) receive the audited financial statements of EDR; and
(iv) consider any other resolutions that may be brought forward. There are no additional resolutions to be considered.
Administration requires delegated authority from City Council in order to exercise the City’s voting rights at EDR’s annual general meeting in accordance with the direction provided by City Council.
BACKGROUND
Effective January 1, 2016, Economic Development Regina Inc. (EDR) was continued under The Non-profit Corporations Act, 1995 (Saskatchewan), with the City becoming its sole voting member. This change in structure made EDR a “municipal corporation” of the City. As the sole voting membership holder of EDR, the City must exercise its voting rights at the EDR annual general meeting.
DISCUSSION
Board of Director Appointments
The Articles of Incorporation and Unanimous Member Agreement in place relating to EDR provide for a Board of Directors that is structured as follows:
a) Eight (8) to twelve (12) voting directors that are nominated by EDR’s Governance/ Nominating Committee;
b) One (1) non-voting director to be appointed by City Council.
In order to ensure consistency and maintenance of ongoing operations, the Board of Directors existing as at the date of transition were moved to staggered terms. These were approved by Council on June 26, 2017. This will ensure a limited turn-over of members of the Board of Directors each year and provide consistency going forward.
This report is seeking delegated authority to exercise the City’s voting rights to appoint
Mr. Urzada to a one-year term and Mr. Dillon and Ms. Svedahl to fill the two (2) two-year terms. Mr. Urzada and Ms. Svehahl are currently on the Board with their one-year term appointment ending in April 2018.
Details on the governance structure for board appointments can be found in
Appendix A.
Aside from the member appointed by the City, EDR will continue to use its selection process that relies upon its Governance/Nominating Committee to assess potential candidates for the Board of Directors and recommend those successful candidates as a slate to City Council for appointment. Under this arrangement, City Council can approve the slate of candidates or request that the Governance/Nominating Committee bring forward an alternate slate of candidates.
Audited Financial Statements
Pursuant to the Unanimous Membership Agreement, EDR is required to provide the City with its annual report and audited financial statements, with the audited financial statements to be received by Council. Administration has reviewed the audited financial statements and has consolidated the information into the City’s December 31, 2017 financial statements (as is required by accounting standards). Administration found no irregularities or items of concern within the financial statements.
Appointment of Auditor
As the sole voting member, the City must appoint or waive the requirements for an auditor for EDR pursuant to The Non-profit Corporations Act, 1995 (Saskatchewan). City administration has requested that EDR use the same auditor as the City. Subsequently, EDR has engaged MNP as its auditor.
RECOMMENDATION IMPLICATIONS
Financial Implications
As EDR is a municipal corporation of the City of Regina, the audited financial statements of EDR have been consolidated into the City’s 2017 Annual Report and Consolidated Financial Statements.
The financial results presented in EDR’s December 31, 2017 audited statements reflect a $90,000 loss, utilizing EDR’s accumulated surplus and reducing the year-end surplus to $411,000. Of the $411,000 in the accumulated surplus, $327,000 is restricted for special projects and capital improvements, $69,000 is invested in property and equipment, and $14,000 is unrestricted.
Environmental Implications
None with respect to this report.
Policy and/or Strategic Implications
None with respect to this report.
Other Implications
None with respect to this report.
Accessibility Implications
None with respect to this report.
COMMUNICATIONS
After all Board appointments are finalized, EDR will notify the successful appointees.
DELEGATED AUTHORITY
The recommendations contained in this report require City Council approval.
Respectfully submitted,
EXECUTIVE COMMITTEE
