Board of Directors Meeting - April 30, 2018

Agenda

9:45 - Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

9:50 - Consent agenda

a. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

c. Confirmation of Board of Directors’ Public Meeting Minutes of February 23, 2018

Action: Approval

Pre-read: Minutes

Presenter: Chair

d. Business Arising from the Public Meeting Minutes and Action Items Update of February 23, 2018

Action: Information

Pre-read: Action Item List

Presenter: Chair

e. OCHE Terms of Reference

Action: Approval

Pre-read: TCHC:2018-04

Presenter: Commissioner of Housing  Equity

f. Lawrence Heights Phases 1A & 1B: Registration of Shared Facilities Agreements

Action: Approval

Pre-read: TCHC:2018-16

Presenter: Chief Development Officer

9:55 - President and Chief Executive Officer’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: President and Chief Executive Officer

a. President and CEO's Report - February & March 2018

Action: Information

Pre-read: TCHC:2018-07

Presenter: President and Chief Executive Officer

10:10 - GCHRCC Chair’s Report

Pre-read: Verbal Report

Presenter: GCHRCC Chair

10:15 - TSC Chair's Report

Pre-read: Verbal Report

Presenter: TSC Chair

10:20 - BIFAC Chair’s Report

Pre-read: Verbal Report

Presenter: BIFAC Chair

a. 2017 Annual Report and Letter to the Shareholder

Action: Approval

Pre-read: TCHC:2018-13

Presenter: Chief Financial Officer & Treasurer

b. 2017 TCHC’s Consolidated Audited Financial Statements and PwC Year-end Report

Action: Approval

Pre-read: TCHC:2018-14

Presenter: Chief Financial Officer & Treasurer

c. Annual Information Return

Action: Approval

Pre-read: TCHC:2018-15

Presenter: Chief Financial Officer & Treasurer

d. Tenants First - Property Transfer

Action: Approval

Pre-read: TCHC:2018-17

Presenter: President and Chief Executive Officer

11:20 - Next Steps: Ombudsman Toronto Report: An Investigation onto TCHC’s Medical and Safety At Risk Priority Transfer Process for Tenants

Action: Information

Pre-read: Verbal Update

Presenter: Vice President, Asset Management

TERMINATION

Minutes

The Board of Directors (“Board”) of the Toronto Community Housing Corporation (“TCHC”) held a public meeting on April 30, 2018 at 9:44 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto and via teleconference. 

Directors in Attendance: 

Kevin Marshman (Chair) 

Councillor Ana Bailão (joined via teleconference) 

Councillor Joe Cressy  

Councillor Frank Di Giorgio 

Councillor Michael Ford 

Vincent Gasparro 

Linda Jackson 

Colin Lynch  

Pamela Taylor 

Catherine Wilkinson 

Directors Absent: 

Robert Carlo (Leave of Absence) 

Joseph Kennedy 

Management present: 

Marta Asturi, Legal Counsel & Assistant Corporate Secretary 

Cathy Barker, Vice President, Human Resources 

Rose-Ann Lee, Chief Financial Officer & Treasurer  

Ismail Ibrahim, General Counsel & Corporate Secretary  

Hugh Lawson, Director, Strategic Planning & Stakeholder  Relations 

Graham Leah, Vice President, Asset Management 

Shawni Lo, Senior Development Manager 

Bruce Malloch, Director, Strategic Communications 

Kathy Milsom, President & Chief Executive Officer 

Sheila Penny, Vice President, Facilities Management 

Kelly Skeith, Senior Development Director 

Cynthia Summers, Commissioner of Housing Equity 

Michael Vear, Chief Internal Auditor 

Guest Presenter: 

Michael Hawtin, Partner, Assurance, PricewaterhouseCoopers LLP 

A quorum being present, Mr. Marshman, the Chair 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 provided the Board with the following highlights since the last Board meeting.   

Recent Events 

The Chair began with the April 23rd van attack on Yonge Street which was a horrific event and affected everyone in the City of Toronto. Sadly, it directly affected the people who live and work in TCHC’s seniors building at 5430 Yonge Street as many tenants and TCHC employees were present and witnessed the aftermath.  

The Chair requested everyone to pause for a moment of silence to honour all those killed, injured or traumatized by this senseless act. 

Thoughts and deepest condolences go to the victims’ families, friends and neighbours. At times like these we are most grateful to the first responders for their bravery, compassion and selflessness as they carry out their duties with the utmost professionalism.  

On behalf of the Board, the Chair thanked all employees who were onsite at the building on the day of the incident and the days following to support tenants during this difficult time.  

Confidential Session Update

The Chair identified that one item was addressed in this morning’s confidential session. TCHC’s received a brief update on the CUPE Local 79 collective bargaining process and the Board reconfirmed the bargaining team’s mandate. TCHC values the relationship it has with all TCHC’s union partners, and continues to support the team in its ongoing efforts to negotiate a new collective agreement with Local 79 that is fair and meets the needs of both parties.   

Tenants First

A City staff report on the next phase of Tenants First will be made public on May 7th which will focus on the development of a new service model for seniors housing and on the City of Toronto’s plans for a seniors housing and services entity.  

The City of Toronto’s Tenants First project team is holding five information meetings for tenants to inform tenants about the contents of the report. A flyer with the dates, times and locations of these meetings has been distributed and is available today if tenants are interested. 

Additionally, the Board will consider a recommended process for implementing City Council’s direction to transfer ownership of TCHC’s agency and rooming houses to nonprofit corporations. City Council approved this recommendation earlier this year, and has directed that these transfers take place with a net-neutral financial operating impact to TCHC. 

Finally, the interim process to select two tenants to serve on the TCHC’s Board is nearing completion. TCHC expects two tenant directors, and the appointment of six citizen directors, selected through the City of Toronto’s process will be confirmed at City Council’s May meeting.  

The Chair thanked the two current tenant directors, Mr. Robert Carlo and Ms. Catherine Wilkinson, for their service and contributions to the TCHC Board.  

Public Session

The Chair outlined the items to be discussed in the public session.

Deputations

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

Item 2D – Business Arising from the Public Meeting Minutes and Action Items Update of February 23, 2018 (Deputed by Rosemary Frei); and  

Item 3A – President & CEO’s Report – February & March 2018 (Deputed by Ismail Afrah, Mary Henkleman, Sureya Ibrahim, Marlene DeGenova and Cheryl Duggan) 

Consent Agenda Items

Item 2 - Approval of Consent Agenda Items

The following items were not held for discussion: 

• Item 2A – Approval of Public Meeting Agenda; 
• Item 2B – Chair’s Poll re: Conflict of Interest; and 
• Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of February 23, 2018. 

The following items were held for discussion: 

• Item 2D – Business Arising from Public Meeting Minutes and Action Items Update of February 23, 2018; 
• Item 2E – OCHE Terms of Reference; and 
• Item 2F – Lawrence Heights Phases 1A & 1B: Registration of Shared Facilities Agreements.  

Motion carried 

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Jackson and carried, the Board approved the following consent agenda items: Items 2A, 2B and 2C). 

Item 2A - Approval of the Public Meeting Agenda

The agenda was approved as circulated. 

Motion carried 

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Jackson and carried, the Board approved the 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 23, 2018

The Board had before it the draft minutes for February 23, 2018. 

Motion carried 

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Jackson 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 23, 2018

Deputation by Rosemary Frei was received with respect to this item. 

The Board requested that board meeting agendas and reports be added to TCHC’s external website (not just the minutes of a meeting). A brief discussion ensued with respect to accessibility of documentation and ensuring TCHC is AODA compliant. In the meantime, TCHC committed to provide any requested documentation not available on the external website via USB. 

Motion carried 

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Jackson and carried, the Board received the report for information with the following amendments: 

Amend Item #1 – Target Date  

Change to incomplete – October 2018 Target Date 

Item 2E - OCHE Terms of Reference, TCHC:2018-04

The Board had before it the above-captioned report (TCHC:2018-04) from the Commissioner of Housing Equity.   

Ms. Jackson presented the report and answered questions raised by the Board with respect to the following:  

• dispute resolution function; and  
• the President & Chief Executive Officer commenting on OCHE’s Quarterly and Annual Performance reports. 

Ms. Jackson further noted that the Commissioner of Housing Equity was in agreement with the amendments proposed to the OCHE terms of reference. 

Ms. Wilkinson opposed the motion. 

Motion carried 

ON MOTION DULY MADE by Ms. Jackson, seconded by Mr. Lynch and carried, the Board approved the updated Terms of Reference attached to this report. 

Item 2F - Lawrence Heights Phases 1A & 1B: Registration of Shared Facilities Agreements, TCHC:2018-16

The Board had before it the above-captioned report (TCHC:2018-16) from the Chief Development Officer.   

Mr. Lynch presented the report. Ms. Skeith and Ms. Lo answered questions raised by the Board which included the following:

• potential retailers in the commercial space; and 
• noise reduction issue. 
• Motion carried 

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

1. authorize the encumbrance of TCHC’s lands in each of Lawrence Heights Phases 1a and 1b with shared facilities agreements; and 
2. authorize the Chief Development Officer, or designate, to execute any and all documents as may be necessary to give effect to the above recommendation. 

Other Business - Vincent Gasparro

Mr. Gasparro announced his resignation from the TCHC Board due to personal reasons effective May 1, 2018. He thanked staff, tenants and members of the Board for their friendship and support over the last two and a half years.

Item 3A - President and Chief Executive Officer's Report – February & March 2018, TCHC:2018-07

The Board had before it the above-captioned report (TCHC:2018-07) from the President and Chief Executive Officer.   

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

1. Ismail Afrah 
2. Mary Hentelman 
3. Sureya Ibrahim; 
4. Marlene DeGenova; and 
5. Cheryl Duggan. 

The Chair took a moment to address the deputants’ concerns relating to Regent Park. 

Ms.  Milsom began by acknowledging the tragic April 23rd attack thanked staff for their support during the horrific event. 

Ms. Milsom highlighted the following results, key trends and metrics for February/March 2018, relating to:  

• Capital renewal and revitalization; 
• Technology Modernization (IHMS); 
• Tenant Safety; 
• Priority Transfer Process; 
• Tenant Engagement Refresh; 
• Toronto Police Services Award; and 
• Fire Life Safety. 

Board and Management discussed the following: 

• Progress on transition process with the new vendors in contract managed buildings in terms of clean building standards; 
• Fire life safety communication methods and importance of interacting with tenants; 
• Collaborative work with Toronto Policy Services and TCHC with respect to the Dan Harrison community pilot project; and  
• Centralization vs. decentralization of tenants’ complaint process 

The Board requested Management to:  

• Include a column noting percentage of achievement per target where applicable (page 9-10 of Attachment 1 - February and March Project Status Update); 
• Report back to the Board on the pilot project progress at the Dan Harrison community; 
• Explore post-revitalization tenant surveys; and 
• Report to BIFAC on the progress of the results of the Procurement Law Office’s recommendations. 

Motion carried 

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

Item 4 - Governance, Communications, Human Resources and Compensation Committee ("GCHRCC") Chair's Report

The Chair of the GCHRCC advised the Board there is a meeting scheduled for Thursday May 3rd to discuss the following:  

• Update on subsidiaries; 
• Policy schedule review; 
• Whistleblower complaint procedures;  
• Union negotiations; and 
• Insurance deductibles and optimizing coverage. 

Item 5 - Tenant Services Committee ("TSC") Chair's Report

The Chair of the TSC provided a verbal update to the Board on the activity of the TSC, including the following key items: 

• OCHE’s terms of reference; 
• OCHE performance objectives; and 
• Tenant engagement process.

Item 6 - Building Investment, Finance and Audit Committee ("BIFAC") Chair's Report

No comments or remarks from the Chair of BIFAC were received at this time. 

Item 6A - 2017 Annual Report and Letter to the Shareholder, TCHC:2018-13

The Board had before it the above-captioned report (TCHC:2018-13) from the President and Chief Executive Officer.   

Mr.  Lynch presented this report to the Board and advised the Board that this item was reviewed by both BIFAC and GCHRCC.

Motion carried 

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board approved the recommendations in this report to: 

1. approve the 2017 Annual Report and Letter to the Shareholder (Attachments 1 and 2 to this report); 
2. authorize the President and Chief Executive Officer, or designate, to forward the 2017 Annual Report and Letter to the Shareholder to the City of Toronto’s City Manager; and
3. request that the Chair of the Board of the Directors and the President and Chief Executive Officer attend the City of Toronto’s Executive Committee on June 19, 2018, and the Annual General Meeting held during the City Council meeting on June 26 to 28, 2018. 

Item 6B - 2017 TCHC's Consolidated Audited Financial Statement and PWC Year End Report, TCHC:2018-14

The Board had before it the above-captioned report (TCHC:2018-14) from the Chief Financial Officer & Treasurer.   

Mr. Michael Hawtin of PricewaterhouseCoopers LLP (“PwC”) presented the 2016 TCHC consolidated Audited Financial Statements and PwC end of year report. He advised the Board of 2 items that came to PwC’s attention following the BIFAC meeting, which the BIFAC Chair has been made aware of and management is taking corrective action to address these items. 

1. Cash Inflow 

During the year, management determined that the presentation of a new financing arrangement with Infrastructure Ontario in 2016 was incorrectly reflected in the consolidated statement of cash flows for the year ended December 31, 2016.  

The portion of the loan proceeds totaling $39,029.00 which was restricted for future capital expenditures (restricted loan proceeds), and deposited directly into an investment account (owned and controlled by TCHC), should be excluded from the consolidated statement of cash flows under Personal Property Security Act (“PSAS”).   Previously, the restricted loan proceeds was reflected in the consolidated statement of cash flows for the year ended December 31, 2016 as a cash inflow under financing activities with a corresponding cash outflow under investing activities.  

Consequently, an adjustment was recorded to the previously issued financial statements that resulted in a decrease to the cash inflows from new project financing and debenture loans (under Financing activities) with a corresponding increase to the cash inflows from changes in investments and restricted investments (under Investing activities) for the year ended December 31, 2016. There is no impact to the consolidated statement of financial position including the reported cash balance as at December 31, 2016, the consolidated statements of operations, changes in net assets, and re-measurement gains and losses - unrestricted for the year then ended. 

2. Debt Covenant Breach 

Debt covenant calculations for one covenant of financing of $10M was noted as long term when in fact is current and therefore was moved to current. It is important to increase the frequency to test compliance with respect to financial covenants to avoid this from happening in the future. 

The Board suggested the wording on page 1 of the financial statements be amended, as it currently states that TCHC is a not-for-profit organization. 

Motion carried 

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Taylor and carried, the Board approved the recommendations in this report to: 

1. approve the TCHC Audited Consolidated Financial Statements (“Financial Statements”) for the year ended December 31, 2017; 
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 6C - Annual Information Return, TCHC:2018-15

The Board had before it the above-captioned report (TCHC:2018-15) from the Chief Financial Officer and Treasurer.   

Motion carried 

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

1. approve the Annual Information Return of TCHC for the year ended December 31, 2017; and 
2. authorize two directors to sign the Annual Information Return as is required per the Operating Agreement, on behalf of the Board of Directors. 

Item 6D - Tenants First – Property Transfers, TCHC:2018-17

The Board had before it the above-captioned report (TCHC:2018-17) from the President and Chief Executive Officer.   

Mr. Lynch presented the report and answered questions raised by the Board.  Topics discussed included the following: 

• City Council decision for these transfer of properties; 
• ensure full indemnities in place and transfer is net neutral to TCHC; 
• mandate and services will not change; and 
• owner will remain as not-for-profit or the City of Toronto. 

Motion carried 

ON MOTION DULY MADE by Councillor Di Giorgio, seconded by Mr. Lynch and carried, the Board approved the recommendations in this report to:  

1. authorize the President and CEO, or her designate, to enter into agreements of purchase and sale, and execute them with the agencies leasing 26 TCHC properties at a value specified in item 1 e. of EX30.2 adopted by Council on January 31 and February 1, 2018, provided that the transaction results in a net neutral financial impact on TCHC; and 
2. authorize the President and CEO, or her designate, to enter into agreements of purchase and sale, and execute them with operators identified through a City-led request for proposals for 22 rooming-house properties at a value specified in item 1 f. of EX30.2 adopted by Council on January 31 and February 1, 2018, and Appendix 2 of the report from the Deputy City Manager, Cluster A, provided that the transaction results in a net neutral financial impact on TCHC. 

Item 7 - Next Steps: Ombudsman Toronto Report: An Investigation into TCHC's Medical and Safety at Risk Priority Transfer Process for Tenants (Verbal Update)

Mr. Leah provided the Board with a high level update on the above-noted subject matter and the progress to date on the development of the new crisis priority transfer category. 

Mr. Leah answered questions raised by the Board, and the Board requested that it be kept apprised of progress.  

Motion carried 

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

TERMINATION 

The Board resolved to terminate the public meeting at 12:03 p.m.