2492369 Canada Corporation
2492369 Canada Corporation
Recommendation:That City Council, in the exercise of the powers reserved to the Shareholder pursuant to paragraph 2.2 of the Unanimous Shareholder Agreement of 2492369 Canada Corporation (“the Corporation” formerly Edmonton Telephones Corporation), approve the following recommendations as a resolution of the Shareholder:
- That an external auditor for the financial year ending December 2007 not be appointed.
- That the audit of the financial statements of the Corporation for the year ended December 31, 2006, be dispensed with.
- That the unaudited financial statements of the Corporation as at December 31, 2006, consisting of a balance sheet, a statement of income and retained earnings and a note to financial statements, attached hereto as Attachment 2 (of the August 29 2007, Corporate Services Department report 2007COL021), be received for information.
- That those persons holding the positions of City Manager and General Manager, Corporate Services Department, or those appointedin an acting capacity to those positions, be appointed as Directors of the Corporation to hold office until the next annual general meeting of the Shareholder or resolution in writing in lieu thereof.
Report Summary
This report identifies resolutions that are required to enable the Corporation to comply with relevant corporation legislation.
Report
- The Canada Business Corporation Act requires companies to hold an annual meeting each year approving financial statements and appointing directors.
- The Corporation has been named as a defendant in the Videotron and Shaw actions relating to charges for access to, and use of, support structures, and has filed a statement of defence. The City’s defence is that Telus has repaid the payments allegedly made under duress by Videotron and Shaw. The Corporation is unlikely to be liable. Shaw and Telus have settled this dispute and the Shaw action will be discontinued against the Corporation. The Videotron action remains outstanding. If Videotron takes no further steps, the Corporation can apply to the Court in April 2008 to have the lawsuit struck.
Budget/Financial Implications
There are no financial implications other than the ongoing operating costs of maintaining annual filing and corporate status.
Legal Implications
- The City of Edmontonis required to continue the existence of the Corporation until the lawsuit brought by Videotron Communications Ltd. against the City of Edmonton, the Corporation and Telus has been resolved.
- The City of Edmonton, as Shareholder of the Corporation, may conduct its Shareholder business by passing a resolution at a regular Council meeting provided that this resolution is then under paragraph 3.11 of the Unanimous Shareholder Agreement certified by the City Clerk and deposited with the secretary of the Corporation.
Justification of Recommendation
- Since the Corporation is not actually carrying on business, it is appropriate that the financial statements be prepared internally and without the services of an external auditor.
- In accordance with the direction of the Shareholder, Corporate Services Department has prepared the financial statements of the Corporation. Since the Corporation is not actually carrying on business, no audit of the financial statements is required.
- The City Manager and the General Manager of Corporate Services Department have approved the Corporation’s financial statements as directors. Their Directors’ Resolution is attached as Attachment 1. Shareholder approval of the financial statements is required by corporate legislation.
- The City Manager and the General Manager are appropriate senior managers to direct the Corporation.
Attachments
- Resolution of the Directors
- Financial Statements as at and for the Year Ended December 31, 2006 (Unaudited)
Page 1 of 2
Attachment 1
Resolution of the Directors
Page 1 of 1Report: 2007COL021 Attachment 1
Attachment 2
Financial Statements as at and for the Year Ended December 31, 2006 (Unaudited)
Page 1 of 3Report: 2007COL021 Attachment 2