Board of Directors Meeting - April 25, 2014

Agenda

1. Chair's Remarks

Action: Information

Pre-read: -

Presenter: Chair, Board of Directors

2. Approval of Public Meeting Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: Chair, Board of Directors

3. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read

• Agenda
• Conflict of Interest Policy

Presenter: Chair, Board of Directors

4. Review of Agenda (all items not held will be voted together without discussion)

Action: Approval

Pre-read: Agenda

Presenter: Chair, Board of Directors

5. President and CEO's Remarks

Action: Information

Pre-read: -

Presenter: President & CEO

6. Confirmation of Board of Directors’ Public Meeting Minutes of February 13, 2014

Action: Approval

Pre-read: Minutes

Presenter: Chair, Board of Directors

7. Business Arising from the Minutes and Committee Action Items Update

Action: Discussion

Pre-read: Action Item List

Presenter: Chair, Board of Directors

Reports from the Corporate Affairs and Audit Committee

8. Corporate Affairs and Audit Committee Chair’s Report

Action: Information

Pre-read: Verbal (5 minutes)

Presenter: CAAC Member

9. 2013 Toronto Community Housing Corporation’s Draft Consolidated Audited Financial Statements

Action: Approval

Pre-read: TCHC:2014-07 (20 minutes)

Presenter: CAAC Member and External Auditor (PWC)

10. Annual Information Return (AIR)

Action: Approval

Pre-read: TCHC:2014-08 (5 minutes)

Presenter: CAAC Member

11. 2013 Annual Report and Shareholder Letter

Action: Approval

Pre-read: TCHC:2014-09 (10 minutes)

Presenter: CAAC Member

Presentation

13. City of Toronto Ombudsman Report: An Investigation into Toronto Community Housing Corporation’s Human Resources Policies and Practices (April 2014)

Action: Presentation

Pre-read: Previously distributed (25 minutes)

Presenter: Fiona Crean, City of Toronto Ombudsman

Reports from the Building Standards and Neighbourhood Safety Committee

14. Building Standards & Neighbourhood Safety Committee Chair’s Report

Action: Information

Pre-read: Verbal (5 minutes)

Presenter: Chair, BSNSC

Reports from the Resident Services Committee

15. Resident Services Committee Chair’s Report

Action: Information

Pre-read: Verbal, (5 minutes)

Presenter: Chair, RSC

Reports from the Building and Investment Committee

18. Building and Investment Committee Chair’s Report

Action: Information

Pre-read: Verbal, (5 minutes)

Presenter: Chair, BIC

19. Regent Park Legacy Funds

Action: Approval

Pre-read: TCHC:2014-12 (5 minutes)

Presenter: Chair, BIC

Reports from the Governance, Risk and Human Resources Committee

20. Governance, Risk and Human Resources Committee Chair’s Report

Action: Information

Pre-read: Verbal, (5 minutes)

Presenter: Chair, GRHRC

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on April 25, 2014 at 12:08 p.m. in the Ground Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Bud Purves, Chair (arrived at 12:43 p.m.)

Munira Abukar

Councillor Maria Augimeri

Councillor Ana Bailao

Christian Buhagiar, Acting Chair

Brian Kwan

Karen Newman

Councillor Frances Nunziata

Councillor Cesar Palacio

Catherine Wilkinson

Jennifer Wood

Audrey Wubbenhorst

Directors Absent:

Zahir Bhaidani

Also present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Jason Gorel, Chief Financial Officer & Treasurer

Ismail Ibrahim, Legal Counsel

Anand Maharaj, Vice President of Human Resources

Bruce Malloch, Director, Strategic Communications

Greg Spearn, Chief Development Officer

Pamela Spencer, General Counsel & Corporate Secretary

Michael Vear, Chief Internal Auditor

Fiona Crean, City of Toronto Ombudsman

Daniel D’Archivio, Partner, PriceWaterhouseCooper LLP, External Auditor

Allen Topaloglu, Senior Manager, PriceWaterhouseCooper LLP, External Auditor

A quorum being present, Mr. Buhagiar, acting Chair, called the meeting to order, and Ms. Pamela Cook served as recording secretary.

Item 1 - Chair's Remarks

No comments or remarks from the Chair.

Item 2 & 4 - Approval of Agenda and Review of Agenda Order

The agenda was approved as circulated.

Item 3 - Declaration of Conflict of Interest

The Chair requested members of the Board of Directors to indicate any agenda item in which they have a conflict of interest, together with the nature of the interest. No conflicts were declared.

Item 5 - President & CEO Remarks

No comments or remarks from the President and CEO.

Item 6 - Confirmation of Board Minutes of Toronto Community Housing Corporation for February 13, 2014

The Board had before it the draft Board minutes for the February 13, 2014 public meeting.

Motion carried

ON MOTION DULY MADE by Ms. Newman, seconded by Ms. Wood and carried, the Board of Directors confirmed the above-captioned minutes without amendment.

Item 7 - Business Arising from the Minutes and Committee Action Items Update

The report was received by the Board.

Deputations

The Chair polled for any deputations to be heard at the meeting, and the Board was informed that there was one deputation for Item 11 and fourteen deputations for Item 13.

Item 8 - Corporate Affairs and Audit Committee Chair’s Report

No comments or remarks from the Chair of the Corporate Affairs and Audit Committee.

Item 9 - 2013 Toronto Community Housing Corporation’s Draft Consolidated Audited Financial Statements, TCHC:2014-07

The Board of Directors had before it the above-captioned report TCHC:2014-07 from the Corporate Affairs and Audit Committee. In the absence of the CAAC Chair, Ms. Newman, Committee member presented the salient elements in the report to the Board. Mr. D’Archivio, Partner, PriceWaterhouseCoopers LLP was present to answer questions from the Board.

Motion carried

ON MOTION DULY MADE by Councillor Palacio, seconded by Ms. Abukar and carried, the Board of Directors unanimously approved the recommendations in the report to:

1. Approve the Toronto Community Housing Corporation’s Draft Audited Consolidated Audited Financial Statements (“Financial Statements”) for the year ended December 31, 2013;
2. Authorize the Chair of the Board of Directors and a Board Member of the Corporate Affairs and Audit Committee, Ms. Newman, to sign the Balance Sheets on behalf of the Board;
3. Forward the signed Financial Statements, and related items to the Shareholder as part of the annual reporting to the Shareholder and for purposes of Toronto Community Housing Corporation’s Annual General Meeting;
4. Authorize the Chief Financial Officer (or designate) to pursue a repayment plan with the City of Toronto with respect to the long-term receivables from the City of Toronto; and
5. Authorize the appropriate Toronto Community Housing officials to take the necessary action to give effect to the above recommendations.

Item 10 - Annual Information Return (AIR), TCHC:2014-08

The Board of Directors had before it the above-captioned report TCHC:2014-08 from the Corporate Affairs and Audit Committee.  

In response to a query from the Board, Management indicated that the average vacancy time is between thirty to sixty days, depending on relocation and turn-around time required for preparation of the vacant units.

Motion carried

ON MOTION DULY MADE by Councillor Palacio, seconded by Ms. Abukar and carried, the Board of Directors unanimously approved the recommendations in the report to:

1. Approve the Annual Information Return of Toronto Community Housing Corporation for the year ended December 31, 2013, and;
2. Authorize two directors, the Chair of the Board and the Chair of the Corporate Affairs and Audit Committee, to sign the report as required per the Operating Agreement, on behalf of the Board.

Item 11 - 2013 Annual Report and Shareholder Letter, TCHC:2014-09

The Board of Directors had before it the above-captioned report TCHC:2014-09 from the Corporate Affairs and Audit Committee.  

Stephen Handler made a verbal deputation to the Board with respect to this report.

A current draft of the 2013 Annual Report was tabled for the Board and minor editing suggestions were directed to Management to finalize the Annual Report. The Board commended TCHC staff on the preparation and delivery of the 2013 Annual Report within the 120 day timeline set out by the Shareholder.

Motion carried

ON MOTION DULY MADE by Mr. Buhagiar, seconded by Ms. Wilkinson and carried, the Board of Directors unanimously approved the recommendations in the report to:

1. Approve the 2013 Annual Report and annual reporting letter to the Shareholder (Attachments 1 and 2 to this report) as amended by suggested revisions by the Board; and
2. Authorize the President and CEO, or designate, to forward the 2013 Annual Report and reporting letter to the Shareholder, City of Toronto.

Mr. Purves attended the public meeting at 12:50 p.m. and resumed role as Chair of the meeting. Mr. Buhagiar stepped down as acting Chair of the meeting at this time.

Item 13 - City of Toronto Ombudsman Report: An Investigation into Toronto Community Housing Corporation’s Human Resources Policies and Practices (April 2014)

The City of Toronto Ombudsman, Fiona Crean, made a presentation to the Board of Directors regarding her findings related to an investigation into TCHC’s Human Resources Policies and Practices, and responded to questions from members of the Board.  

The following verbal deputations were received with respect to this report:

1. Miguel Avila;
2. Cathy Birch; 
3. Ron Johnson;
4. Domenic Maugeri; 
5. Bonnie Booth;
6. Stephen Handler; 
7. Denise Foreman; 
8. Antoinette Wassilyn;
9. Susan Gapta; 
10. John Brochet; 
11. Jane Gibson; 
12. Elizabeth Jassem;
13. Chris King; and
14. Stephen Tingley.

Motion carried

ON MOTION DULY MADE by Councillor Augimeri, seconded by Ms. Wood and carried, the Board of Directors received the report for information.

Councillor Frances Nunziata left the meeting at 1:19 p.m.

Councillor Cesar Palacio left the meeting at 1:38 p.m.

Item 14 - Building Standards & Neighbourhood Safety Committee Chair’s Report

Item Deferred.

Item 15 - Resident Services Committee Chair’s Report

The Chair of the Resident and Services Committee (“RSC”) provided the Board of Directors with a verbal update on the March 21, 2014 meeting.  The 2014 RSC Work Plan includes the following:  a tenant survey, conducted by an external consultant, in the last quarter of 2014; the Board election process for resident membership; discussion on the review of TCHC Emergency Response Plan; an arrears strategy proposal; and recognition of 2014 being the Year of Seniors.

Item 18 - Building and Investment Committee Chair’s Report

No comments or remarks from the Chair of the Building and Investment Committee.

Item 19 - Regent Park Legacy Funds, TCHC:2014-12

The Board of Directors had before it the above-captioned report TCHC:2014-12 from the Building and Investment Committee. The Chief Development Officer presented the report and noted that the TCHC funds have been segregated to date. The funds held by TCHC, which when combined with funds currently held by the City of Toronto, will create a great opportunity to support the local community in Regent Park.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Ms. Newman and carried, the Board of Directors unanimously approved the recommendations in the report to: 

1. Authorize the President and Chief Executive Officer, or designate, to work with the Executive Director of Social Development, Finance and Administration (“SIFDA”) of the City of Toronto to enter into an agreement with the City of Toronto to establish the Regent Park Legacy Fund Trust, under terms substantially in keeping with this report.
2. Authorize the President and CEO, or designate, to work with Finance to release the Regent Park Legacy Funds current held by Toronto Community Housing (“TCH”) in the amount of $408,390.56 to the Regent Park Legacy Fund Trust, once established and with or without City funds being released.

Item 20 - Governance, Risk and Human Resources Committee Chair’s Report

The Chair of the Governance, Risk and Human Resources Committee provided the Board of Directors with a verbal update on the March 31, 2014 meeting discussions, including the following:

• Corporate Compliance Framework;
• Strategic Communications Framework;
• Human Resources matters; and
• Amendments to the Resident Services Committee’s Terms of Reference with respect to the Commissioner of Housing Equity Office.

TERMINATION

The public meeting terminated at 2:04 p.m.