Board of Directors Meeting - April 27, 2016
Wednesday, April 27, 2016
10:00 a.m. to 11:30 a.m.
Ground Floor Boardroom
931 Yonge Street, Toronto, Ontario
Event description
Archived meeting. See agenda and minutes below.
Agenda
1. Approval of Public Meeting Agenda
Action: Approval
Pre-read: Public Meeting Agenda
Presenter: Chair
2. Confirmation of Board of Directors’ Public Meeting Minutes of March 24, 2016
Action: Approval
Pre-read: Minutes
Presenter: Chair
3. Business Arising from the Public Meeting Minutes and Action Items Update
Action: Information
Pre-read: Action Item List
Presenter: Chair
4. Chair’s Remarks
Action: Information
Pre-read: Verbal Report
Presenter: Chair
5. Chair’s Poll re: Conflict of Interest
Action: Declaration
Pre-read: Agenda and Conflict of Interest Policy
Presenter: Chair
6. President and Chief Executive Officer’s (Interim) Remarks
Action: Information
Pre-read: Verbal Report
Presenter: President and CEO (Interim)
Reports from Building Investment, Finance and Audit Committee (BIFAC):
7. BIFAC Chair’s Report
Action: Information
Pre-read: Verbal Report
Presenter: Chair, BIFAC
8. Auditor General Follow- Up Report
Action: Information
Pre-read: TCHC:2016-19
Presenter: Chair, BIFAC
9. 2015 TCHC Consolidated Audited Financial Statements & PWC End of Year Report
Action: Approval
Pre-read: TCHC:2016-07
Presenter: Chair, BIFAC
10. 2015 Annual Report and Letter to Shareholder
Action: Approval
Pre-read: TCHC:2016-18
Presenter: Chair, BIFAC
11. Annual Information Return
Action: Approval
Pre-read: TCHC:2016-20
Presenter: Chair, BIFAC
12. Annual Restructuring Review of Internally Restricted Reserves
Action: Approval
Pre-read: TCHC:2016-21
Presenter: Chair, BIFAC
13. CEO Monthly Dashboard Reporting
Action: Information
Pre-read: Verbal
Presenter: Chair, BIFAC and Chair, IAC
Reports from the Governance, Communication, Human Resources and Compensation Committee (GCHRCC):
14. GCHRCC Chair’s Report
Action: Information
Pre-read: Verbal Report
Presenter: Chair, GCHRCC
15. Review of Charters of Committees
Action: Approval
Pre-read: TCHC:2016-23
Presenter: Chair, GCHRCC
16. Open Meeting Requirements
Action: Information
Pre-read: TCHC:2016-12
Presenter: Chair, GCHRCC
Reports from OCHE/Chief Internal Auditor/Management:
17. OCHE – Quarterly Performance Report (Q4 2015)
Action: Information
Pre-read: TCHC:2016-17
Presenter: Commissioner of Housing Equity
18. Q4 2015 Quarterly Performance Report
Action: Information
Pre-read: TCHC:2016-22
Presenter: Director Strategic Planning & Stakeholder Relations
TERMINATION
Minutes
The Board of Directors of the Toronto Community Housing Corporation held a public meeting on April 27, 2016 at 10:10 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto.
Directors in Attendance:
Bud Purves (Chair)
Councillor Ana Bailão
Robert Carlo
Councillor Raymond Cho (left at 10:40 a.m.)
Councillor Joe Cressy (left at 11:55 a.m.)
Linda Jackson
Joseph Kennedy (left at 12:00 p.m.)
Colin Lynch
Kevin Marshman
Pamela Taylor
Catherine Wilkinson
Directors Absent:
N/A
Management present:
Simone Atungo, Vice President, Resident and Community Services (Interim)
Cathy Barker, Vice President, Human Resources
Jennifer Bond, Director, Labour Relations & Legal Counsel, HR - Human Resources & Labour Relations
Leslie Gash, Chief Development Officer
Rose-Ann Lee, Chief Financial Officer & Treasurer (Interim)
Ismail Ibrahim, General Counsel & Corporate Secretary (Interim) / Director, Compliance and Legal Counsel
Hugh Lawson, Director, Strategic Planning and Stakeholder Relations
Graham Leah, Vice President, Asset Management
Bruce Malloch, Director, Strategic Communications
Ted Millward, Interim Assistant Corporate Secretary and Legal Counsel
Sheila Penny, Vice President, Facilities Management
Sylvia Kobal, Senior Director, Strategic Procurement
Greg Spearn, President & Chief Executive Officer (CEO) (Interim)/ Chief Development Officer
Cynthia Summers, Commissioner of Housing Equity
Helen Trajanos, Director Insurance & Risk Management, Legal – Risk Management & Insurance
Wayne Tuck, Chief Operating Officer (Interim)
Michael Vear, Chief Internal Auditor
Guests:
Beverly Romeo-Beehler, Toronto Auditor General
Alan Topaloglu, External Auditor, PricewaterhousCoopers
Jamie Milner, Vice President of Distribution, Enbridge Gas
A quorum being present, the Chair called the meeting to order and Ms. Charmaine Zina served as recording secretary.
Item 1 - Approval of Revised Agenda and Review of Agenda Order
The agenda was approved as circulated.
Motion carried
ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Wilkinson and carried, the Board of Directors approved the agenda.
Item 2 - Confirmation of Board of Directors' Public Meeting Minutes of March 24, 2016
The Board of Directors had before it the draft Board minutes for March 24, 2016.
Motion carried
ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Marshman and carried, the Board of Directors confirmed the above-captioned minutes without amendments.
Item 3 - Business Arising from the Public Meeting Minutes and Action Items Update
Motion carried
ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Marshman and carried, the Board of Directors received the report for information.
Item 4 - Chair's Remarks
The Chair welcomed everyone to today’s Board meeting and welcomed guests attending today’s meeting – Ms. Beverly Romeo-Beehler, Toronto Auditor General, Mr. Alan Topaloglu, External Auditor, PricewaterhouseCoopers and Mr. Jamie Milner, Vice President of Distribution, Enbridge Gas.
The Chair identified the following items that were discussed and approved in the in-camera and closed sessions:
- Contract Award: Information Technology Strategy Update: the Board approved a direct contract award to KPMG to develop a refreshed Information Technology strategic plan for TCHC. This work will be undertaken in 2016; and
- Appointment of Vice Chair: the Board approved a mandate for a Vice Chair and appointed Mr. Kevin Marshman as Vice Chair. As Vice Chair, Mr. Marshman will assist the Chair with the management function of the Board and will also fill the Chair’s mandate in the event he’s unable/unavailable to do so. As a result, Mr. Vincent Gasparro has been appointed as Chair of the Investment Advisory Committee.
Item 5 - 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.
Deputations
The Chair polled for any deputations to be heard at the meeting. The following deputations were presented:
Item 15 – Review of Charters of Committees (Deputed by Anita Dressler)
Item 17 – OCHE Quarterly Performance Report (Q4 2015) (Deputed by Susan Gapka)
Item 6 - Interim President and Chief Executive Officer's Remarks
Mr. Spearn highlighted activities TCHC has been engaged in throughout its communities since the last Board meeting on March 24, 2016, including the following:
- CUPE Local 416 agreement;
- Jays Care Foundation Curve Ball Gala;
- CSU Awards;
- 2016 Harry Jerome Award;
- Investing in our Diversity Scholarship Program;
- Award for environmental excellence;
- New website;
- Award for environmental excellence; and
- Resident charter consultations.
Mr. Spearn advised that the Ontario government announced on April 20 that the City of Toronto will receive $42.9 million for retrofits to improve energy efficiency and reduce greenhouse gas emissions in social housing buildings under the province’s Green Investment Fund. The city will select the projects. TCHC has already given the City a list of projects that can start right away.
Mr. Spearn introduced, Jamie Milner, Vice President at Enbridge Gas. Enbridge is working with TCHC to improve the mechanical systems and energy performance of TCHC buildings. Under Enbridge’s affordable housing program, TCHC has installed 90 new boilers that are providing space and water heating to 43 buildings. The new boilers have helped to reduce TCHC’s energy consumption and utility costs by over $300,000 per year, while improving heating and hot water reliability for some 5,000 households.
Mr. Spearn advised that TCHC has earned a financial incentive from Enbridge that will be reinvested into more energy-efficiency upgrades. Mr. Spearn then called on, Mr. Milner, who presented TCHC with a cheque for just over $635,000.
Motion carried
ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Kennedy and carried, the Board of Directors received the report for information.
Item 7 - Building Investment, Finance and Audit Committee (BIFAC) Chair's Report
The Chair of the BIFAC provided a verbal update to the Board on the activity at BIFAC and and invited Ms. Romeo-Beehler to present Item 8 – Auditor General Follow-Up Report.
Item 8 - Auditor General Follow-Up Report, TCHC:2016-19
The Board of Directors had before it the above-captioned report (TCHC:2016-19) from the BIFAC Chair.
Ms. Romeo-Beehler presented the above-mentioned report to the Board. Ms. Romeo-Beehler confirmed that all 80 recommendations contained in the five audit reports issued by the Auditor General in 2011 and 2012 have been implemented. Ms. Romeo-Beehler advised the Board that only the first part of her office’s work was completed and her future work plan includes moving forward with other areas of review (such as client care, work plan, capital program, capital leasing etc).
The Chair thanked Ms. Romeo-Beehler, emphasized the importance of the relationship with her office, and stated that the Auditor General is an important ally whose recommendations and expertise have helped TCHC move forward.
Ms. Romeo-Beehler encourage the Board to provide her with input on the items that are most important to emphasize in her office’s upcoming work plan.
Motion carried
ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the Board of Directors received the report for information.
Item 9 - 2015 TCHC Consolidated Audited Financial Statements & PWC End of Year Report, TCHC:2016-07
The Board of Directors had before it the above-captioned report (TCHC:2016-07) from the BIFAC Chair. Chief Financial Officer & Treasurer (Interim) advised that she received confirmation from PWC that there are no substantial changes to the financial statements that were submitted to the BIFAC.
Motion carried
ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the recommendations in this report:
- approve the Toronto Community Housing Corporation’s (“TCHC”) Audited Consolidated Financial Statements (“Financial Statements”) for the year ended December 31, 2015;
- 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;
- 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
- authorize the appropriate TCHC officials to take the necessary action to give effect to the above recommendations.
Item 10 - 2015 Annual Report and Letter to Shareholder, TCHC:2016-18
The Board of Directors had before it the above-captioned report (TCHC:2016-18) from the BIFAC Chair.
Mr. Spearn presented the above-mentioned report to the Board, and summarized the corporation’s key activities and accomplishments during 2015, as reflected in the performance highlights in the 2015 Annual Report document.
Mr. Spearn answered questions raised by the Board and accepted feedback on the 2015 Annual Report. Mr. Spearn advised that a more substantive version of the 2015 Annual Report will be available to the public online.
The Board requested that a ‘residents’ voice’ section be added to the Annual Report and that future Annual Reports be submitted to the GCHRCC, in addition to the BIFAC, for its review and comment prior to the Annual Report going to print. The Board further suggested that future Annual Reports be brought together under several themes.
Ms. Wilkinson and Mr. Carlo abstained from voting due to concerns that the Annual Report did not contain information that is likely to materially affect Tenants’ views or opinions regarding TCHC.
Motion carried
ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board of Directors approved the recommendations in this report:
- Approve the 2015 Annual Report and Letter to the Shareholder (Attachments 1 and 2 to this report);
- Authorize the President and CEO (or designate) to forward the 2015 Annual Report and Letter to the Shareholder to the City of Toronto’s City Manager; and
- Request that the Chair of the Board, the President and CEO, and Board members (as they are available), attend Toronto Community Housing’s Annual General Meeting at the City of Toronto’s Executive Committee, likely on June 28, 2016.
Action Items: Management to confirm whether the Letter to the Shareholder is to be provided by the Chief Executive Officer or the Board Chair by looking at other agencies and their practice.
Item 11 - Annual Information Return, TCHC:2016-20
The Board of Directors had before it the above-captioned report (TCHC:2016-20) from the BIFAC Chair.
The Board and Management briefly discussed the report. Mr. Spearn and Mr. Leah answered questions raised by the Board regarding the number of units that are uninhabitable, the reasons for vacancies, and the average turn time for vacant units. Management confirmed that the budgeted per household relocation cost is $5,000.
Motion carried
ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the recommendations in this report:
- approve the AIR of TCHC for the year ended December 31, 2015; and
- authorize the Chair of the Board and the Chair of BIFAC to sign the AIR on behalf of the Board, in order to meet the requirement of the Operating Agreement for two directors to sign the AIR on behalf of the Board.
Action Items: Management to provide a report with a breakdown on the types of unit vacancies.
Item 12 - Annual Restructuring Review of Internally Restricted Reserves, TCHC:2016-21
The Board of Directors had before it the above-captioned report (TCHC:2016-21) from the BIFAC Chair.
Mr. Marshman presented the report to the Board and highlighted the fundamental policy change which was to move $37.1 million under the capital repair program in Group 1 in Attachment 1 from internal reserves to external reserves. Another issue highlighted by Mr. Marshman was the number of reserves that are below target and the need to develop and implement a plan to bring them up to target.
Motion carried
ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the recommendations in this report:
- To revise the definition of “Fund A – Capital Risk Reserve Fund” as per Appendix A of the IPS, on a retroactive basis to January 1, 2015, as follows (refer to Attachment 2 for markup of the changes):
Fund A - Capital Risk Reserve Fund
$300 Million is the target for this fund. TCHC is working to capital deployment levels of approximately $300 Million per year in peak periods of the ten year capital financing plan. The purpose of this $300 Million reserve is to have one year of capital funding at maximum deployment levels in the 10 year cycle in the event of funding shortfalls from other sources. The purpose of this Fund is to mitigate the building capital risk of TCHC. Contributions to this fund are any other sources proposed by Management for IAC review and approval. Withdrawals to this fund are Management requests for withdrawal for IAC review and approval. This fund will be included in Group 1 for asset allocation purposes given the short-term time horizon requirement.
- In connection with 1), and on a retroactive basis to January 1, 2015, it is recommended the monies associated with the CARR be segregated from the investment holdings associated with the internally restricted fund (“Fund A – Capital Risk Reserve Fund”), and a separate investment account be established, to associated with these funds, and that this segregated investment account will be treated as a tracking fund moving forward, as it is currently designated as a non-tracking fund, and as such will not be included in any investment income allocations as per the IPS;
- To revise the definition of “Fund H – Working Capital Reserve Fund” of the IPS as follows:
Fund H - Working Capital Reserve Fund
An investment target of $50 Million is set for this fund. Overall working capital reserve fund earmarked for $50 Million which represents approximately 1 month of operational expenditure activity. The working capital reserve fund is to address liquidity risk in the event of insufficient funds for short-term expenditures due to a lack of working capital available. Management will continue to monitor employee benefit liabilities in the context in the overall asset/management liabilities of this exposure. Permitted withdrawals are for working capital deficiencies and/or material transactions to address/settle employee liabilities.
Contributions to this fund will be brought to the IAC for review and approval. This fund will be included in Group 2 for asset allocation purposes given the mid-range time horizon.
- To reallocate sub-funds within “Fund H – Working Capital Reserve Fund” such that:
- The employee liabilities sub-fund is apportioned $44.5 Million;
- The residual contingency is apportioned $5.5 Million.
- Authorize Management to conduct any required actions and directions to give effect to the above recommendations.
Motion carried
ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the proposed recommendation:
- That the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) cause the preparation of a report which outlines the Corporation’s plan for reaching the individual Reserve Targets, particular where there is a material difference between the target and actual reserve as at December 31, 2015, and that this report be presented to BIFAC at its July (or August) meeting.
Motion carried
ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the proposed recommendation:
- That BIFAC undertake a review of the appropriateness of the internal and external reserves, the 10 year management forecasts in respect of said reserves, as well as the planned two year source and use of funds with regard to the reserves and make recommendations to the Board prior to consideration of the 2017 budget.
Action Items: Management to report back to the Board on plan to address gaps in reserves.
Item 13 - CEO Monthly Dashboard Reporting (Verbal)
Mr. Marshman provided a verbal update and the Board and Management discussed the above-subject matter. Mr. Marshman explained that the intent of the dashboard reporting was for Management to provide the Board with a greater understanding of the corporation’s activities across a broad range of areas and on a timely basis.
Mr. Marshman circulated the following items to the Board as suggested reporting metrics for the dashboard reporting:
- Month & YTD financial results (Income Statement and Balance Sheet) including variance analysis
- Capital Project spend review by major category (including comparison of spending percentage against project completion percentage)
- Key Operational metric trend review
- Arrears – dollar and unit
Item 14 - Governance, Communications, Human Resources and Compensation Committee (GCHRCC) Chair's Report
The Chair of the GCHRCC provided a verbal update to the Board on the activity at GCHRCC, including discussions on the Conflict of Interest Policy, the Whistleblower Policy, the review of TCHC subsidiaries and the Charitable Donee Status.
Item 15 - Review of Charters of Committees, TCHC:2016-23
The Board of Directors had before it the above-captioned report (TCHC:2016-23) from the GCHRCC Chair. The Chair of the GCHRCC provided an overview of the recommended changes to the committee charters, and advised that the changes recommended in the report are a first step, with future changes to come pending further consideration by the GCHRCCC.
Motion carried
ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Lynch and carried, the Board of Directors unanimously approved the recommendations in this report subject to further pending amendments.
Item 16 - Open Meeting Requirements, TCHC:2016-12
The Board of Directors had before it the above-captioned report (TCHC:2016-12) from the GCHRCC Chair.
The Board and Management discussed the above-mentioned report. Management clarified that the open meeting requirements are reflected in the Shareholder Direction and this report clarifies how the requirements are operationalized.
Motion carried
ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Marshman and carried, the Board of Directors received the report for information.
Item 17 - OCHE – Quarterly Performance Report (Q4 2015), TCHC:2016-17
The Board of Directors had before it the above-captioned report (TCHC:2016-17) from Ms. Summers. Ms. Summers presented the report, answered questions raised by the Board and received feedback from the Board.
In particular, Ms. Summers identified the need for TCHC to be able to better identify vulnerable tenants and to refer them to OCHE, and that she will be working with Management to determine how more referrals can be made to OCHE.
The Board suggested that going forward it would be helpful to include trend charts in such reports related to key statistics.
The Board raised the issue of senior tenants losing subsidy due to the failure to submit the required forms at the annual review, and emphasized the need for Management to have a plan in place to address this issue. Management confirmed that they have identified this as an issue that will be addressed.
The Board indicated the need for a plan to address the outstanding arrears balance that continues to accumulate yearly, and requested an action plan be provided to the Board to address outstanding arrears.
Motion carried
ON MOTION DULY MADE by Mr. Marshman, seconded by Ms. Jackson and carried, the Board of Directors received the report for information.
Action Items:
- Management to report back to the Board on what steps the business units have taken to implement the recommendations from OCHE.
- Management to come back with recommendations on a plan to prevent loss of subsidy by seniors due to the failure to submit required documents.
- Management to report back with an action plan on arrears management.
Item 18 - Q4 2015 Quarterly Performance Report, TCHC:2016-22
The Board had before it the above-captioned report (TCHC:2016-22) from the Director, Strategic Planning & Stakeholder Relations.
The Board emphasized the need to receive quarterly performance reports in a timely manner.
Motion carried
ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Marshman and carried, the Board of Directors received the report for information.
TERMINATION
The public meeting terminated at 12:04 p.m.
Sonia Fung
Committee Secretary
Phone:
416-981-4286
Email:
Sonia.Fung@torontohousing.ca
