Board of Directors Meeting - April 29, 2019

Agenda

1. Chair's remarks

Action: Information

Pre-read: Verbal Report 5 minutes

Presenter: Chair

2. Consent Agenda

Action: -

Pre-read: -

Presenter: -

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 February 27, 2019

Action: Approval

Pre-read: Minutes

Presenter: Chair

2d. Business Arising from the Public Meeting Minutes and Action Items Update of February 27, 2019

Action: Information

Pre-read: Action item list

Presenter: Chair

2e. Annual Information Return

Action: Approval

Pre-read: TCHC:2019-17

Presenter: Chief Financial Officer and Treasurer

2f. TCHC Report Back to City Council on Community Safety Response

Action: Information

Pre-read: TCHC:2019-09

Presenter: Senior Director, Community Safety Unit

2g. OCHE 2018 Annual Report

Action: Information

Pre-read: TCHC:2019-02

Presenter: Commissioner of Housing Equity

2h. AGM Process for TCHC and Its Subsidiaries

Action: Approval

Pre-read: TCHC:2019-08

Presenter: Interim General Counsel and Corporate

2i. 2018 Annual Report and Letter to Shareholder

Action: Approval

Pre-read: TCHC:2019-13

Presenter: President and Chief Executive Officer

2j. Revisions to Board-Related Policies

Action: Approval

Pre-read: TCHC:2019-05

Presenter: Interim General Counsel & Corporate Secretary

2k. Review of PAC Charter

Action: Approval

Pre-read: TCHC:2019-19

Presenter: Interim General Counsel & Corporate Secretary

3. Toronto Fire Services & TCHC Corporate Public Education Program

Action: Approval

Pre-read: TCHC:2019-14 15 minutes

Presenter: Senior Director, Fire Life Safety

4. President and Chief Executive Officer’s Remarks

Action: Information

Pre-read: Verbal Report 5 minutes

Presenter: President and Chief Executive Officer

4a. Monthly President’s Report – January, February & March 2019

Action: Information

Pre-read: TCHC:2019-10 20 minutes

Presenter: President and Chief Executive Officer

5. TSC Chair’s Report

Action: Information

Pre-read: Verbal Report 5 minutes

Presenter: TSC Chair

5a. Tenant Engagement System – Refresh Update

Action: Approval

Pre-read: TCHC:2019-15 20 minutes

Presenter: Acting, Vice President, Tenant & Community Services

6. GCHRC Chair’s Report

Action: Information

Pre-read: Verbal Report 5 minutes

Presenter: GCHRC Chair

7. BIFAC Chair’s Report

Action: Information

Pre-read: Verbal Report 5 minutes

Presenter: BIFAC Chair

7a. 2018 Consolidated Draft Audited Financial Statements and PWC Year-End Report

Action: Approval

Pre-read: TCHC:2019-16 10 minutes

Presenter: Chief Financial Officer and Treasurer

7b. Auditor General Development Report

Action: Approval

Pre-read: TCHC:2019-18 10 minutes

Presenter: BIFAC Chair

TERMINATION

Minutes

The Board of Directors (“Board”) of the Toronto Community Housing Corporation (“TCHC”) held a public meeting on April 29, 2019 at 10:15 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto and via teleconference.

Directors in Attendance:

Brian Smith

Councillor Ana Bailão (left at 12:38 p.m.)

Amanda Coombs

Debbie Douglas

Ubah Farah

Councillor Paula Fletcher (arrived at 10:48 a.m.)

Councillor Michael Ford (left at 10:25 a.m. & rejoined at 11:35 a.m.)

Linda Jackson (via teleconference)

Nick Macrae (left at 12:05 p.m.)

Directors Absent:

N/A

Management present:

William Anderson, Senior Director, Community Safety Unit

Luisa Andrews, Vice President, Information Technology Services

Cathy Barker, Vice President, Human Resources

Rose-Ann Lee, Chief Financial Officer & Treasurer

Hugh Lawson, Acting Vice President, Tenant & Community Services

Graham Leah, Vice President, Asset Management

Bruce Malloch, Director, Strategic Communications

Kevin Marshman, President & Chief Executive Officer

Melanie Martin, Senior advisor, OCHE

Darragh Meagher, General Counsel & Corporate Secretary (Interim)

Allen Murray, Senior Director, Operations

Yi-Mei Ting, Legal Counsel & Assistant Corporate Secretary (Acting)

Vincent Tong, Chief Development Officer

Lindsay Veits, Acting Director, Strategic Planning and Stakeholder Relations

Guest Presenter:

Ms. Beverley Romeo-Beehler, City Auditor General

Mr. Michael Hawtin, PricewaterhouseCoopers Partner

Deputy Fire Chief Jim Jessop, Toronto Fire Services

A quorum being present, Mr. Smith served as Chair and called the meeting to order and Ms. Zina served as recording secretary.

Item 1 – Chair’s Remarks

The Chair welcomed everyone to the Board meeting and advised everyone that he will be chairing today’s meeting. The Chair noted the Acknowledgement of the Land and provided the Board with the following highlights since the last Board meeting.

184 River Street Fire

The Chair requested everyone take a moment to reflect on the tragic loss of life that happened in a fire at 184 River St. in Regent Park last weekend. Despite the efforts of first responders who rescued an adult male tenant and rushed him to hospital, sadly he did not survive. TCHC offers condolences to his family and loved ones, his fellow tenants and the staff of 184 River St. and the Regent Park community.

The Ontario Fire Marshal continues to investigate the fire, and TCHC’s cooperating fully with the investigation.

This tragic event underscores why TCHC must be constantly vigilant when it comes to fire safety. Although there were positive trends in fire safety across TCHC’s portfolio in 2018 compared with 2017, including fewer serious fires and fatalities, we consider any fatal fire to be one too many.

Guests

The Chair welcomed Deputy Chief Jessop, City Auditor General Beverley Romeo-Beehler and Michael Hawtin from PricewaterhouseCoopers.

Board Updates

The Chair informed everyone on some recent changes in the membership of the Board since TCHC’s February 27th meeting.

• Kevin Marshman resigned as Board Chair effective April 3, 2019 in order to begin his role as TCHC’s President and Chief Executive Officer.
• Mr. Colin Lynch has resigned from the Board. Mr. Lynch was TCHC’s Vice Chair and Chair of the Building Investment, Finance and Audit Committee.
• Ms. Wendy Kelley has resigned from the Board. Ms. Kelley was Chair of the Governance, Communications and Human Resources Committee.

The Chair thanked Mr. Lynch and Ms. Kelley on behalf of the Board for their service to TCHC and its tenants.

The City of Toronto (“City”) is conducting a process to select candidates to fill the vacant Board positions and to appoint a new Board Chair. Report on the confidential session There were several items approved which include the following:

• Lawrence Heights Block 1A – Request for Additional Funding;
• Contract Award: Supply of Appliances;
• Contract Award: Sprinkler Replacement at Danforth/Midland (RFQ 19009);
• Combined Heat and Power (CHP) Update Report (March 2019); and
• TCHC Business Transformation Project (IHMS).  

Deputations

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

• Item 2A – Approval of Public Meeting Agenda (Deputed by Cathy Birch);
• Item 2D - Business Arising from Public Meeting Minutes and Action Items Update of September 27, 2018 (Deputed by Catherine Wilkinson);
• Item 2E – Annual Information Return (Deputed by Cheryl Duggan);
• Item 2F – TCHC Report Back to City Council on Community Safety Response (Deputed by Catherine Wilkinson, Miguel Avila and Cheryl Duggan);
• Item 2G – OCHE 2018 Annual Report (Deputed by Catherine Wilkinson and Cheryl Duggan);
• Item 2H – AGM Process for TCHC and Its Subsidiaries (Deputed by Cheryl Duggan);
• Item 2I – 2018 Annual Report and Letter to Shareholder (Deputed by Catherine Wilkinson and Cheryl Duggan);
• Item 3 – TFS and TCHC Public Education Program (Deputed by Catherine Wilkinson and Miguel Avila);
• Item 4A – Monthly President`s Report – January, February and March 2019 (Deputed by Cheryl Duggan);
• Item 5A – Tenant Engagement - Refresh Update (Deputed by Scott Guzman, Cathy Birch, Catherine Wilkinson and Cheryl Duggan); and
• Item 7B– Auditor General Development Report (Deputed by Miguel Avila).

Consent Agenda Items

Item 2 – Approval of Consent Agenda Items

The following items were not held for discussion:

• Item 2B – Chair’s Poll re: Conflict of Interest;
• Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of February 27, 2019; and
• Item 2J – Revisions to Board-Related Policies.

The following items were held for discussion:

• Item 2A – Approval of Public Meeting Agenda;
• Item 2D – Business Arising from Public Meeting Minutes and Action Items Update of February 27, 2019;
• Item 2E – Annual Information Return;
• Item 2F – TCHC Report Back to City Council on Community Safety Response;
• Item 2G – OCHE 2018 Annual Report;
• Item 2H – AGM Process for TCHC and Its Subsidiaries;
• Item 2I – 2018 Annual Report and Letter to Shareholder; and
• Item 2K – Review of PAC Charter.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Douglas and carried, the Board approved the following consent agenda items: Items, 2B, 2C and 2J.

Item 2A – Approval of Public Meeting Agenda

Deputation by Cathy Birch was received with respect to this item.

The agenda was approved with the following changes:

• Item 2K: Review of PAC Charter – Deferred to the next Board meeting; and
• Items 7B Auditor General Development Report and 7A 2018 Toronto Community Housing Corporation’s Consolidated Draft Audited Financial Statements and PWC Year-End Report – moved after Item 3 on the agenda.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Douglas and carried, the Board approved the revised agenda.

Item 2B – Chair’s Poll Re: Conflict of Interest

The Chair requested members of the Board 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 February 27, 2019

The Board had before it the draft public minutes for February 27, 2019.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Douglas and carried, the Board confirmed the above-captioned minutes without amendments.

Item 2D – Business Arising from the Public Meeting Minutes and Action Items Update of February 27, 2019

Deputation by Catherine Wilkinson was received with respect to this item.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailão and carried, the Board received the report for information.

Item 2E – Annual Information Return, TCHC:2019-17

Deputation by Cheryl Duggan was received with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-17) from the Chief Financial Officer and Treasurer.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailão and carried, the Board unanimously approved the recommendations in this report:

1. Approve the Annual Information Return of Toronto Community Housing Corporation for the year ended December 31, 2018 and;
2. Authorize the appropriate staff to take the necessary actions and execute all documents as may be necessary to give effect to the above recommendation.

Item 2F – TCHC Report Back to City Council on Community Safety Response, TCHC:2019-09

Deputation by Catherine Wilkinson, Miguel Avila and Cheryl Duggan was received with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-09) from the Senior Director, Community Safety Unit.

Mr. Anderson presented the report, answered questions and accepted feedback from the Board. Points of discussion between the Board and Management included the following:

• Whether the Youthworx can be expanded;
• Diversification in staff recruitment;
• Formalizing training components and working with vendors to provide on
• the job training in hopes of keeping youth engaged in the program;
• Stronger TCHC attendance at community meetings;
• Importance of TCHC’s connection to the community not just TCHC’s property lines;
• Tenant engagement session re: community safety; and
• Mental health training for CSU officers.

Lastly, the Board requested Management to provide the name of the external party providing diversity and including training offline.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailão and carried, the Board unanimously approved the recommendations in this report:

1. Approve the content of the attachment to be used for TCHC’s response to the City Council direction, item CC44.14; and
2. Authorize the appropriate staff to take all necessary actions to implement the above recommendation.

Action Item: Management to provide a report on:

• tenant demographics and new CSU recruitment demographics (i.e. gender, ethnicity and language diversity etc.); and
• a plan for a more integrated community safety response.

Item 2G – OCHE 2018 Annual Report, TCHC:2019-02

Deputation by Catherine Wilkinson and Cheryl Duggan was received with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-02) from the Commissioner of Housing Equity.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailão and carried, the Board received this report for information.

Item 2H – Annual General Meeting Process for TCHC and Its Subsidiaries, TCHC: 2019-08

Deputation by Cheryl Duggan was received with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-08) from the General Counsel and Corporate Secretary (Interim).

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailão and carried, the Board unanimously approved the recommendations in this report:

1. authorize the President and Chief Executive Officer or designate to represent the sole shareholder, TCHC, and conduct annual meetings of the shareholder via written resolution in the form attached as Appendix 1, for the following subsidiaries that are wholly-owned by TCHC:
   1. 2001064 Ontario Inc.;
   2. Access Housing Connections Inc.;
   3. Alexandra Park Development Corporation;
   4. Allenbury Gardens Development Corporation;
   5. Don Mount Court Development Corporation;
   6. Leslie Nymark Development Corporation;
   7. Railway Lands Development Corporation;
   8. Regent Park Development Corporation;
   9. Toronto Affordable Housing Fund;
   10. Toronto Community Housing Enterprises Inc.; and
2. authorize the President and Chief Executive Officer, and the Interim General Counsel and Corporate Secretary, and their respective designates, to take all actions and execute all necessary documents to implement the above resolutions.  

Item 2I – 2018 Annual Report and Letter to Shareholder, TCHC:2019-13

Deputation by Cathy Birch and Cheryl Duggan was received with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-13) from the President and Chief Executive Officer.

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Councillor Bailão and carried, the Board unanimously approved the recommendations in this report:

1. Approve the 2018 Annual Report and Letter to the Shareholder (Attachments 1 and 2 to this report);
2. Authorize the President and CEO (or designate) to forward the 2018 Annual Report and Letter to the Shareholder to the City of Toronto’s City Manager; and
3. Request that the Chair of the Board and the President and CEO attend TCHC’s Annual General Meeting at the City of Toronto’s Executive Committee.

Item 2J – Revisions to Board-Related Policies, TCHC: 2019-05

The Board had before it the above-captioned report (TCHC:2019-05) from the General Counsel and Corporate Secretary (Interim).

Motion carried

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Douglas and carried, the Board unanimously approved the recommendations in this report:

1. Approve the Code of Ethics and Conduct - Board of Directors (Attachment 1) to replace the Code of Conduct for Directors of the Board and Conflict of Interest Policy - Board of Directors; and
2. Delete the External Directorship Policy (Attachment 2).

Item 2K – Review of PAC Charter, TCHC: 2019-19

This item was deferred to the next Board meeting.

The Board had before it the above-captioned report (TCHC:2019-19) from the General Counsel and Corporate Secretary (Interim).

Mr. Meagher presented the report and answered questions raised by the Board. A brief discussion ensued.

Item 3 – Toronto Fire Services & Toronto Community Housing Corporation Public Education Program, TCHC:2019-14

Deputation by Catherine Wilkinson and Miguel Avila was received with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-14) from the Senior Director, Fire Life Safety & Risk Management.

Deputy Fire Chief, Mr. Jim Jessop provided the Board with a PowerPoint presentation on the above-noted matter.

Background

Toronto Fire Services (“TFS”) is looking to develop targeted education and outreach efforts in TCHC buildings. The goal is to identify the top fire risk TCHC buildings and develop customized messaging around fire safety and loss reduction in these buildings.

TFS applied for a $100,000 grant from the provincial government towards this public education program. Additionally, the City contributed $50,000 and TFS is requesting contribution of $100,000 from TCHC. This will support TFS in implementing the risk reduction strategy to reduce fires in TCHC buildings.

Other topics highlighted included:

• Most fires within TCHC properties occur in high rises and cooking is a common cause.
• 5 years of data shows that 44% of fires occur in young singles, urban and downscale homes and 26% of fires occur in large families and mature singles households.
• TCHC systems are working well.

Motion carried

ON MOTION DULY MADE by Ms. Douglas, seconded by Councillor Bailão and carried, the Board unanimously approved the recommendations in this report:

1. Approve an expenditure of $100,000 to support the TFS & TCHC public education program; and
2. Authorize the appropriate staff to take the necessary actions as may be required to give effect to the above recommendation.  

Item 7B – Auditor General Development Report, TCHC:2019-18

Deputation by Miguel Avila were received at this time with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-18) from the City Auditor General.

Ms. Romeo-Beehler provided the Board with a high level analysis:

• Revitalization provides an opportunity to coordinate with the City and to include its priorities in developments.
• Greater transparency to the Board and City Council;
• Procurements practices continue to improve;
• TCHC is replacing the same number of RGI units in revitalizations; however, there’s a funding shortfall.

Ms. Romeo-Beehler answered questions raised by the Board. The Board noted concerns with recommendation #1 in the report stating it was too broad/vague.

Motion carried

ON MOTION DULY MADE by Councillor Fletcher, seconded by Ms. Farah and carried, the Board unanimously approved the recommendations below:

1. Receive the report of the Auditor General dated March 28, 2019;
2. Adopt recommendations numbered 7,8,13 through 22, and endorse the remaining recommendations (with the exception of recommendation #1), many of which TCHC have already completed;
3. Direct that the report together with the Board's decisions be forwarded to the City’s Audit Committee for action; and,
4. To thank the Auditor General and her staff for their efforts and recommendations to further enhance the revitalization and renewal program at TCHC.

Item 7A – 2018 Toronto Community Housing Corporation’s Consolidated Draft Audited Financial Statements and PWC Year-End Report, TCHC:2019-16

The Board had before it the above-captioned report (TCHC:2019-16) from the Chief Financial Officer and Treasurer.

Mr. Michael Hawtin presented the report to the Board.

Motion carried

ON MOTION DULY MADE by Councillor Fletcher, seconded by Ms. Douglas and carried, the Board unanimously approved the recommendations in this report:

1. Approve the consolidated draft audited financial statements (“Financial Statements”) for the year ended December 31, 2018;
2. Authorize the Chair of the Board and the Chair of the BIFAC to sign the consolidated statement of financial position 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 staff to take the necessary actions to give effect to the above recommendations.  

Item 4A – Monthly President’s Report –January, February and March 2019, TCHC:2019-10

Deputations by Cheryl Duggan were received with respect to this item.

The Board had before it the above-captioned report (TCHC:2019-10) from the President and Chief Executive Officer.

Mr. Marshman briefly presented the report. Topics discussed were:

• Review of contract vs direct managed buildings.
• Empowerment of frontline staff to address tenant.
• Decentralization pilot, analyzing results and considering how TCHC should proceed.
• Cultural engagement continues to be a priority.

Motion carried

ON MOTION DULY MADE by Ms. Jackson, seconded by Ms. Douglas and carried, the Board received the report for information.

Item 5 – Tenant Services Committee (“TSC”), Chair’s Report

The Chair of the TSC advised the Board that the Tenant Engagement Refresh Update will be brought to the May 31st TSC meeting and then back to the June 27th Board meeting.

Item 5A – Tenant Engagement System – Refresh Update, TCHC:2019-15

This item was deferred to the next Board meeting.

The Board had before it the above-captioned report (TCHC:2019-15) from the Acting Vice President, Tenant & Community Services.

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

1. Scott Guzman;
2. Cathy Birch;
3. Catherine Wilkinson;
4. Cheryl Duggan; and
5. William Lohman

Other Business

Motion carried

ON MOTION DULY MADE by Councillor Fletcher, seconded by Ms. Coombs and carried, the Board of Directors approved the following proposed recommendation:

Management to look into Ms. Catherine Wilkinson’s deputation re: BBQ’s.

Action Item: Management to review R-PATH’s recommendations for the Tenant Engagement System Refresh to determine whether any changes are needed.

Item 6 – Governance, Communications, Human Resources Committee (GCHRC), Chair’s Report

The Chair advised the Board that the City is actively searching to recruit individuals to fill the current vacancies on the Board.

Item 7 – Building Investment, Finance and Audit Committee (“BIFAC”), Chair’s Report

No comments or remarks were received at this time.

Termination

The public meeting terminated at 12:56 p.m.