EXECUTIVE COMMITTEE – APRIL 18, 2018
Sandra Masters, Marty Meloche, and Tim Reid, representing Regina Exhibition Association Limited, 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 & Corporate Services, as the City’s proxy, be authorized to exercise the City of Regina’s voting rights in REAL at the Annual General meeting taking place on May 1, 2018 as follows:
a) Receive the Annual Report and Audited Financial Statements for the 2017 operating year (Appendix A);
b) The following Directors be appointed to the REAL Board of Directors:
Blain Kezama – May 1, 2018 to April 30, 2019
David Sinclair – May 1, 2018 to April 30, 2019
Kathy McCrum– May 1, 2018 to April 30, 2021
Tiffany Stephenson – May 1, 2018 to April 30, 2021
Grant Wasnik– May 1, 2018 to April 30, 2021
c) Appoint auditor selected by the City of Regina through the Request for Proposal process as auditor of REAL for 2018, pursuant to section 149 of The Non-profit Corporations Act, 1995 (Saskatchewan).
2. That this report be forwarded to the April 30, 2018 meeting of City Council.
CONCLUSION
As the sole voting membership holder of REAL, the City of Regina (City) must exercise its voting rights at the REAL annual general meeting to (i) appoint members to the Board of Directors (ii) appoint or waive the requirement of an auditor (iii) approve amended bylaws and (iv) receive the audited financial statements of REAL. There are six (6) positions on REAL’s Board of Directors to be filled for 2018. As recommended by REAL’s Governance/Nominating Committee, only five (5) are being filled at this time, as one nominee withdrew their nomination submittal.
Administration requires delegated authority from City Council in order to exercise the City’s voting rights at REAL’s annual general meeting in accordance with the direction provided by City Council.
REAL has not presented any bylaw amendments for approval at this time.
BACKGROUND
Effective January 1, 2014, The Regina Exhibition Association Limited (“REAL”) was continued under The Non-profit Corporations Act, 1995 (Saskatchewan) (the “Act”), with the City becoming its sole voting member. This change in structure made REAL a “municipal corporation” of the City. As the sole voting membership holder of REAL, the City must exercise its voting rights at the REAL annual general meeting to (i) appoint a Board of Directors (ii) appoint or waive the requirement of an auditor (iii) approve amended bylaws and (iv) receive the audited financial statements of REAL.
DISCUSSION
Board of Director Appointments
The Articles of Incorporation and Unanimous Member Agreement in place relating to REAL provide for a Board of Directors that is structured as follows:
a) 13 voting directors that are nominated by REAL’s Governance/Nominating Committee;
b) 1 non-voting director to be appointed by the Ministry of Agriculture; and
c) 1 non-voting director to be appointed by City Council (which has previously been identified to be the City Manager).
In order to ensure consistency and the maintenance of ongoing operations, the Board of Directors existing as at the date of transition were moved to have staggered terms. This ensures a limited turn-over of members of the Board of Directors each year and provides consistency going forward. The current Board of Directors is structured as follows:
Glenys Sylvestre – term expiring April 30, 2018
Grant Wasnik – term expiring April 30, 2018
W. Michael Fix – term expiring April 30, 2019
Karen Gibbons – term expiring April 30, 2019
Sandra Masters – term expiring April 30, 2019
Mark Stefan – term expiring April 30, 2019 (resigned)
Marty Meloche – term expiring April 30, 2020
Gordon Selinger – term expiring April 30, 2020
Jeff MacPherson – term expiring April 30, 2020
This report is seeking delegated authority to exercise the City’s voting rights to fill the five (5) vacant positions with two (2) appointments for terms of 1 year and three (3) appointments for members for terms of three (3) years. One candidate withdrew their nomination.
Aside from the City Council and Ministry of Agriculture appointments which are directly provided, REAL will continue to use its selection process that relies upon its Governance/Nominating Committee to assess potential candidates for the Board of Directors and then recommend those successful candidates as a slate to City Council for appointment. Under this arrangement, City Council could then approve of the slate candidates or request that the Governance/Nominating Committee bring forward an alternate slate of candidates.
As there were six (6) vacancies, all six positions were assessed by the Governance/Nominating Committee under its process and all candidates (including directors seeking new terms) were scrutinized. One of the six chosen candidates withdrew their nomination submittal due to other commitment outside of Regina. The Governance/Nominating Committee has identified the following individuals as desirable appointees to the Board of Directors.
1 year terms:
Blain Kezama – May 1, 2018 to April 30, 2019
David Sinclair – May 1, 2018 to April 30, 2019
3 year terms:
Kathy McCrum– May 1, 2018 to April 30, 2021
Tiffany Stephenson – May 1, 2018 to April 30, 2021
Grant Wasnik– May 1, 2018 to April 30, 2021
Audited Financial Statements
Pursuant to the Unanimous Membership Agreement, REAL is to provide the City with its’ annual report and audited financial statements, with the audited financial statements to be received by Council. The Administration has reviewed the audited financial statements and has consolidated the information into the City’s financial statements (as is required by accounting standards). The Administration found no irregularities or items of concern within the financial statements.
The financial results presented in REAL’s December 31, 2017 audited statements reflect a $1,008,077 loss, increasing REAL’s accumulated deficit and reducing the year-end surplus to $7,178,849.
Appointment of Auditor
As the sole voting member, the City must appoint or waive the requirements for an auditor for REAL pursuant to The Non-profit Corporations Act, 1995 (Saskatchewan). The use of an auditor is best practice and required to ensure public accountability. Administration is recommending that the City and REAL use a common auditor. MNP LLP was appointed as the City’s auditor for a five-year term (2017 to 2021).
RECOMMENDATION IMPLICATIONS
Financial Implications
As REAL is a municipal corporation of the City of Regina, the audited financial statements of REAL will be consolidated into the City’s financial statements.
Environmental Implications
None with respect to this report.
Policy and/or Strategic Implications
The City’s partnership relationship with REAL has changed over time as the facilities have changed. The presence of a professional and qualified Board of Directors will ensure that proper corporate oversight is present to support the stewardship and management of key City assets going forward.
Other Implications
None with respect to this report.
Accessibility Implications
None with respect to this report.
COMMUNICATIONS
After all Board appointments are finalized, REAL will notify the successful appointees.
DELEGATED AUTHORITY
The recommendation contained in this report require City Council approval.
Respectfully submitted,
EXECUTIVE COMMITTEE
Jim Nicol, Secretary