Board of Directors Meeting - April 25, 2017

Agenda

1. Chair’s remarks

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair

2. Consent agenda

Action: -

Pre-read: -

Presenter: Chair

2a. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

2b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

2c. Confirmation of Board of Directors’ Public Meeting Minutes of March 24, 2017

Action: Approval

Pre-read: Minutes

Presenter: Chair

2d. Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action item list

Presenter: Chair

2e. City and TCHC Staff - Strategic and Operational Meetings

Action: Information

Pre-read: TCHC:2017-24

Presenter: Chair

3. Interim President and Chief Executive Officer’s remarks

Action: Information

Pre-read: Verbal report

Presenter: Interim President and CEO

3a. Monthly President’s Report

Action: Information

Pre-read: TCHC:2017-30 10 minutes

Presenter: Interim President and CEO

4. RSC Chair’s report

Action: Information

Pre-read: Verbal report

Presenter: Chair, RSC

4a. Vacancy Management Update (Deferred from last Board meeting)

Action: Information

Pre-read: TCHC:2017-25 10 minutes

Presenter: Vice President, Asset Management

4b. Arrears Management Update (Deferred from last Board meeting)

Action: Information

Pre-read: TCHC: 2017-28 10 minutes

Presenter: Vice President, Asset Management

4c. Tenant Charter

Action: Approval

Pre-read: TCHC:2017-36 10 minutes

Presenter: Vice President, Resident Community Services

5. GCHRCC Chair’s report

Action: Information

Pre-read: Verbal report

Presenter: Chair, GCHRCC

5a. 2016 Annual Review and Letter to the Shareholder

Action: Approval

Pre-read: TCHC:2017-32 5 minutes

Presenter: Interim President and CEO

6. BIFAC Chair’s report

Action: Information

Pre-read: Verbal report

Presenter: Chair, BIFAC

6a. 2016 TCHC Consolidated Audited Financial Statements & PWC End of Year Report

Action: Approval

Pre-read: TCHC:2017-34 10 minutes

Presenter: Chief Financial Officer & Treasurer (Interim)

6b. Annual Information Return

Action: Approval

Pre-read: TCHC:2017-35 5 minutes

Presenter: Chief Financial Officer & Treasurer (Interim)

7. 2017-2018 Corporate Work Plan (Deferred from last Board meeting)

Action: Information

Pre-read: TCHC:2017-29 5 minutes

Presenter: Director Strategic Planning & Stakeholder Relations

8. Tenant First Meeting Update

Action: Information

Pre-read: Verbal Update 5 minutes

Presenter: Chair

9. City-Wide Real Estate Plan

Action: Information

Pre-read: Verbal Update 5 minutes

Presenter: Chair

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on April 25, 2017 at 9:37 a.m. in the Main Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Bud Purves (Chair)

Kevin Marshman

Robert Carlo

Councillor Joe Cressy

Councillor Frank Di Giorgio

Vincent Gasparro

Linda Jackson

Joe Kennedy Colin Lynch Catherine Wilkinson Pamela Taylor

Directors Absent:

Councillor Ana Bailão

Councillor Michael Ford

Management present:

Kevin Marshman, Interim President & Chief Executive Officer

Leslie Gash, Chief Development Officer

Ismail Ibrahim, Director of Compliance and Legal Counsel

Mark Johnson, General Counsel & Corporate Secretary

Hugh Lawson, Director, Strategic Planning and Stakeholder Relations

Graham Leah, Vice President, Asset Management

Bruce Malloch, Director, Strategic Communications

Ted Millward, Legal Counsel, Corporate

Lisa Murray, Manager, Media and Public Relations

Sheila Penny, Vice President, Facilities Management

Wayne Tuck, Chief Operating Officer

Guest Presenter:

Michael Hawtin, Partner, Assurance, PricewaterhouseCoopers LLP

A quorum being present, the Chair called the meeting to order and Ms. Sonia Fung served as recording secretary.

Before the meeting was started, the Chair made an announcement that Mr. Greg Spearn has decided to step down from the position of Interim President and Chief Executive Officer for personal reasons and to pursue other professional opportunities. Mr. Kevin Marshman, the Board Vice-Chair, will be taking over on an interim basis as TCHC completes the search for a permanent CEO. The CEO search is on track and the Board expects to have it completed within a few months. The Chair then spoke about Mr. Spearn’s contributions to TCHC.

Item 1 – Chair’s Remarks

The Chair identified the following items will be presented to the Board:

• Chair of Resident Services Committee, will present for the Board’s approval the first Toronto Community Housing Tenant Charter which has been worked on for the past 12 months;
• Chair of Governance, Communications, Human Resources and compensations Committee, will present the 2016 Annual Review and the Letter to the Shareholder;
• Chair of Building Investments, Finance and Audit Committee, will present the consolidated annual financial statements and PricewaterhouseCoopers will make a presentation to the Board;
• The Interim President and CEO will present the President’s Report, on vacancy update and reports on the 2017-2018 Corporate Workplan and City-wide Real Estate Plan.

Item 2A – Approval of Agenda and Review of Agenda Order

The agenda was approved. It was agreed that the following items be presented before Item 3:

• Item 6A – 2016 TCHC Consolidated Audited Financial Statements & PWC End of Year Report
• Item 8 – Tenant First Meeting Update
• Item 9 – City-Wide Real Estate Plan

Motion carried

ON MOTION DULY MADE by Mr. Lynch, seconded by Councillor Di Giorgio and carried, the Board of Directors approved the revised agenda.

Item 2B – Chair’s Poll Re: 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 2C – Confirmation of Board of Directors’ Public Meeting Minutes of March 24, 2017

The Board of Directors had before it the draft Board minutes for March 24, 2017.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, the Board of Directors confirmed the above-captioned minutes without amendments.

Item 2D – Business Arising from the Public Meeting Minutes and Action Items, Update

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, the Board of Directors received the report for information.

Item 2E – City and TCHC Staff - Strategic and Operational Meetings, TCHC:2017-24

The Board of Directors had before it the above-captioned report (TCHC:2017-24) from the Interim President and Chief Executive Officer.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, the Board of Directors received the report for information.

Deputations

The Chair polled for any deputations to be heard at the meeting. The following deputations were presented:

• Item 4A – Vacancy Management Update (Deputed by Susan Gapka)
• Item 4C – Tenant Charter (Deputed by Mark Shishakly, Steven Tingley and Susan Gapka)

Item 3 – Interim President and Chief Executive Officer’s Remarks

The Interim President and Chief Executive Officer (Interim) did not make any remarks at this time.

Item 3A – Monthly President’s Report, TCHC:2017-30

The Board had before it the above-captioned report (TCHC:2017-30) from the President & Chief Executive Officer (Interim).

Mr. Marshman presented the report and advised the Board that results for the revenue for the first two months of the year show that revenue is 16% ahead of the budget, and 3% favourable to last year, primarily as a result of the gains from sale of lands. Operating expenses are running 6% favourable to budget and the main reason for that is lower utility rates due to a relatively mild winter and favourable rates. Income is therefore $22.5 million favourable to budget during the first two months. Regarding capital spending, excluding development capital, TCHC has spent about 24million, about 9% of the total year plan. TCHC is ahead of the capital program from a year over year comparison

Mr. Marshman noted a number of the metrics such as the vacancy rate and arrears continued to improve and efforts are ongoing to achieve further improvements. Substantive improvements in the client care metrics this year have also been noted. Average speed of answer for tenant calls continue to improve due to reduced call volume and improved staffing levels. Tenant calls were answered at an average speed of 73 seconds in January 2017 against 237 seconds in February 2016, and the call abandon rate is a third of what it was before.

Mr. Marshman answered questions from the Board.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the Board of Directors received the report for information.

Item 4 – Resident Services Committee (RSC), Chair’s Report

The Chair of RSC advised that a working session for interested Board members was organized for this issue, which occurred on April 12, 2017, and a joint meeting of BIFAC and RSC was held on April 20, 2017. The BIFAC Chair will speak further on the subject and the Vice President of Asset Management will also present a related report (see item 4A).

The BIFAC Chair spoke about the report to be provided to the Mayor by the end of the month with regard to the steps TCHC will take to address the vacancy issue. Mr. Lynch advised that management is to provide this report to the RSC Chair and himself for review before it is submitted.

Item 4A – Vacancy Management Update, TCHC:2017-25

Susan Gapka deputed the item.

Mr. Leah provided a presentation to the Board, copies of which were also made available to the public in attendance. The presentation addressed the strategies that are ongoing as well as those that are in development, in the context of near term solutions and longer term ones that would require partnership with stakeholders including shelter support in housing and Housing Connections to administrate the waitlist.

Mr. Leah answered questions from the Board.

Motion carried

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Wilkinson and carried, the Board of Directors received the report for information.

Item 4B – Arrears Management Update, TCHC:2017-28

The Board identified its fiduciary duty to ensure arrears are collected for the financial wellbeing of the corporation and to improve the experience of the tenants of TCHC. However, it was also noted that there is a balance to strike with the need to ensure that vulnerable tenants receive appropriate protections when evictions for arrears are considered.

It was acknowledged that the solutions to arrears are complex and the corporation and its stakeholders must work as a team to reduce arrears while striking the necessary balance. The Board concluded the discussion by identifying that the discussion regarding the reduction of arrears must be continue.

Motion carried

ON MOTION DULY MADE by Mr. Purves, seconded by Ms. Wilkinson and carried, the Board of Directors received the report for information.

Item 4C – Tenant Charter, TCHC:2017-36

The following persons deputed this item:

• Mark Shishakly
• Steven Tingley
• Susan Gapka

The Board discussed the contents of the Charter, and suggestions regarding the content were put forward. The Board noted the need to respect the Charter Review Committee’s approval of the document and the extensive work of that committee to develop the document. The Board suggested that changes not be contemplated by the Board at this time and that instead the Charter be considered a living document that could be brought back to the Board to revisit a year from now, if there is a desire to do so.

Motion carried

ON MOTION DULY MADE by Ms. Jackson, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the Tenant Charter, included as Attachment 1 to Report TCHC:2017-36.

Item 5 – Governance, Communications, Human Resources and Compensation Committee (GCHRCC), Chair’s Report

The GCHRC Chair reported that the GCHRCC met on April 6, 2017 and the following items were considered:

• The draft Conflict of Interest Policy for Board Members was further reviewed and it was expected that the final version would be submitted to the Board for approval in the near future;
• Policy on donations from external agencies which was flagged by the Board for discussion at GCHRCC; and
• Collective Bargaining Mandate.

Item 5A – 2016 Annual Review and Letter to the Shareholder, TCHC:2017-32

The Board of Directors had before it the above-captioned report (TCHC:2017-32).

The document entitled “Appendix A – TCHC – 10 Year Capital Financing Plan Fully Funded” from Report BIFAC:2017-20 from the April 20th 2017 BIFAC agenda was circulated to Board members. This document was presented for the Board’s approval for inclusion as Appendix C: Ten-Year Capital Financial Plan, to the Letter to the Shareholder.

Discussion ensued with regard to 10 Year Capital Financing Plan document, specifically the shortfall of funds reflected in the document, and the issue of unit closures.

Management advised that City staff and Management will revisit the financing plan in the near future.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Lynch and carried, the Board of Directors approved unanimously the following recommendations:

That the Board :

• Approve the following items (included as one attachment):
  • 2016 Letter to the Shareholder (including the document provided to the Board at the meeting to represent Appendix C: Ten-Year Capital Financial Plan)
  • 2016 Annual Review
  • Additional Information Reported by TCHC to the Shareholder Annually
• Authorize the President and CEO (or designate) to forward these documents to the City of Toronto’s City Manager.

Item 6 – Building Investment, Finance and Audit Committee (BIFAC) Chair’s Report

Mr. Lynch introduced Mr. Michael Hawtin of PricewaterouseCoopers LLP.

Item 6A – 2016 TCHC Consolidated Audited Financial Statements & PWC End of Year Report, TCHC:2017-34

The Board of Directors had before it the above-captioned report (TCHC:2017-34) from the Chief Financial Officer & Treasurer (Interim).

Mr. Michael Hawtin of PricewaterhouseCoopers LLP presented the 2016 TCHC consolidated Audited Financial Statements and PWC end of year report and answered questions from members of the Board. The audit is substantially completed. The planned procedure was completed in accordance with the scheduled timelines as agreed with BIFAC in October 2016. Mr. Hawtin thanked TCHC management for the full co-operation provided to the Audit team throughout the audit process.

Motion carried

ON MOTION DULY MADE by Mr. Lynch, seconded by Mr Gasparro and carried, the Board of Directors unanimously approved the recommendations in this report:

That the Board of Directors:

1. approve the Toronto Community Housing Corporation’s (“TCHC”) Audited Consolidated Financial Statements (“Financial Statements”) for the year ended December 31, 2016;
2. authorize the Chair of the Board of Directors and the Chair of the Building Investment, Finance and Audit Committee 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 TCHC’s Annual General Meeting; and
4. authorize the appropriate TCHC officials to take the necessary action to give effect to the above recommendations.

Item 6B – Annual Information Return, TCHC:2017-35

The Board of Directors had before it the above-captioned report (TCHC:2017-35) from the Chief Financial Officer & Treasurer (Interim).

Motion carried

ON MOTION DULY MADE by Mr. Lynch, seconded by Mr. Gasparro and carried, the Board of Directors unanimously approved the following recommendations in this report:

That the Board of Directors:

1. approve the Annual Information Return of Toronto Community Housing Corporation for the year ended December 31, 2016 and;
2. authorize two (2) directors to sign the report as is required per the Operating Agreement, on behalf of the Board.

Item 7 – 2017-2018 Corporate Work Plan, TCHC:2017-29

The Board of Directors had before it the above-captioned report (TCHC:2017-29).

Motion carried

ON MOTION DULY MADE by Mr. Purves, seconded by Ms. Wilkinson and carried, the Board of Directors received the report for information.

Item 8 – Tenant First Meeting Update, Verbal Report

The Chair advised that City staff presented to the Board at the last confidential Board meeting. It is anticipated that City staff will report next to Council in June.

Item 9 – City-wide Real Estate Plan, Verbal Report

The Chair reported that he attended a meeting with chairs of other boards about rationalization city-wide strategy of real estate services. It is anticipated that City staff will report next to Council in mid-May.

TERMINATION

The public meeting terminated at 11:33 a.m.