Board of Directors Meeting - August 24, 2012

Agenda

Chair’s Remarks

Chair’s Poll re: Conflict of Interest

Confirmation of Toronto Community Housing Corporation Board of Directors Public Minutes – June 22, 2012

Business Arising from the Public Minutes and Board Action Item List

Approval of Agenda and Review of Agenda Order

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

For Approval:

1 – Sale of 931 Yonge Street (Verbal Update)

2 – 2011 Annual Report, CAAC

3 – Toronto Community Housing 2012 United Way Campaign, CAAC

4 – Appointment of TCHC Officers and Directors to the Boards of TCHC’s Subsidiaries, GRHRC

5 – New Development Subsidiaries:  Allenbury Gardens, Leslie Nymark and Alexandra Park, CAAC

6 – Development Subsidiary Governance, GRHRC

7 – Governance Structure of Access Housing Connections Inc., GRHRC

Presentation:

8 – Asset Sustainability

For Information:

9 – President and CEO’s Update (Verbal Report)

10 – Correspondence to Board from City of Toronto – NONE RECEIVED

11 – Committee Public Minutes and Updates on July/August Meetings from Committee Chairs

1. Building & Investment Committee Minutes, BIC
   • June 8, 2012
2. Corporate Affairs & Audit Committee Minutes, CAAC
   • May 29, 2012
3. Governance, Risk and Human Resources Committee Minutes, GRHRC
   • March 30, 2012
   • May 28, 2012
4. Tenant & Community Services Committee Minutes, TCSC
   • May 25, 2012

Minutes

The Board of Directors of the Toronto Community Housing Corporation met on Friday, August 24, 2012 at 9:35 a.m. in the Ground Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Norman (Bud) Purves (Chair)

Munira Abukar

Zahir Bhaidani

Christian Buhagiar

Brian Kwan

Councillor Frances Nunziata

Councillor Cesar Palacio

Councillor John Parker

Catherine Wilkinson

Directors Absent:

Councillor Norm Kelly

Jennifer Wood

Audrey Wubbenhorst

Also present:

Eugene E. Jones Jr., President and CEO

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Paul Chisholm, General Manager, Access Housing Connections Inc.

Michelle Haney-Kileeg, General Manager, Office of the CEO

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Anand Maharaj, Vice President, Human Resources

Bruce Malloch, Director, Strategic Communications

Josie Scioli, Chief Executive Officer, Housing Services Inc.

Greg Spearn, Chief Development Officer

Michael Vear, Chief Internal Auditor

Michelle Wong, General Counsel and Corporate Secretary

A quorum being present, Mr. Norman (Bud) Purves, Chair, called the meeting to order, and Mrs. Janice Lewkoski served as recording secretary.

The Chair presented his opening remarks highlighting the activities of the Board during their first year, including:

1. New leadership for the organization,
2. Greater transparency and improved financial discipline,
3. Improved service to tenants, and
4. Progress on revitalizing communities.

Declaration of Conflict of Interest

The Chair requested members of the Board of Directors to indicate any public agenda item in which they have a conflict of interest, together with the nature of the interest. None were declared.

Deputations

The Chair polled for any deputations to be heard at the meeting and explained the deputation process, noting that deputations would be heard when the agenda item arises. One deputation request was received for item 2 re: 2011 Annual Report.

Minutes – Confirmation of Board Minutes of Toronto Community Housing Corporation for June 22, 2012

The Board had before it the draft Board minutes for the June 22, 2012 public meeting.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Zahir Bhaidani and carried, the Board of Directors confirmed the above-captioned minutes as circulated.

Approval of Agenda and Review of Agenda Order

A Board member requested that a new item be added to the agenda to consider holding a special Board meeting to discuss community safety. The item was added to the agenda as item 7A.

The following public agenda items were held for discussion:

• Item 1 – Sale of 931 Yonge Street (Verbal Update)
• Item 2 – 2011 Annual Report
• Item 3 – Toronto Community Housing 2012 United Way Campaign
• Item 6 – Development Subsidiary Governance
• Item 7 – Governance Structure of Access Housing Connections Inc.
• Item 7A – Special Board Meeting to Discuss Community Safety
• Item 8 – Asset Sustainability Presentation
• Item 9 – President and CEO’s Update (Verbal Report)
• Item 10 – Correspondence to the Board from the City of Toronto
• Item 11 – Committee Public Minutes

ON MOTION DULY MADE by Mr. Brian Kwan, seconded by Councillor John Parker and carried, the Board of Directors approved the agenda as amended.

ON MOTION DULY MADE by Councillor John Parker, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors approved the items not held for discussion.

Item 1 – Sale of 931 Yonge Street, Verbal

Mr. Gene Jones updated the Board on his review of options to sell 931 Yonge Street and relocate the corporation’s head office. He reported that he is reviewing potential properties for relocation and will report back to the Board in October 2012.

The Board and management discussed the matter in relation to:

• ensuring a transparent process is used to retain a broker and locate office space;
• options for alternative sites;
• the objective being to find a space that works best for the function of the organization
• where to best serve tenants; and
• timing will likely be the end of 2013.

In response to a question from the Board regarding changing the venue for the October Board meeting, Mr. Jones confirmed that staff are looking for an offsite venue for the October Board meeting.

Item 2 – 2011 Annual Report, TCHC:2012-44

The Board of Directors had before it the above-captioned report (TCHC:2012-44) from the Corporate Affairs and Audit Committee.

The following person provided a verbal deputation in relation to this matter:

• Clive Williams

The Board discussed the 2011 Annual Report, and suggested that the 2012 Annual Report include a focus on accomplishments and contributions made by tenants, including youth academic awards.

The Board discussed the method used to determine the value of assets in the annual report.

Motion carried

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

1. approve the 2011 Annual Report, and
2. authorize the President and CEO or designate to forward the 2011 Annual Report to the Shareholder, the City of Toronto.

Item 3 – Toronto Community Housing 2012 United Way Campaign, TCHC:2012-45

The Board of Directors had before it the above-captioned report (TCHC:2012-45) from the Corporate Affairs and Audit Committee.

The Board discussed directing the corporate contributions to Toronto Community Housing’s communities and programs.

A Board member requested that staff look into alternative ways to fundraise for Toronto Community Housing’s communities and programs for 2013.

Motion carried

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

1. approve the proposal to match employee contributions to a cap of $65,000.

Item 4 – Appointment of TCHC Officers and Directors to the Boards of TCHC’s Subsidiaries, TCHC:2012-46

The Board of Directors had before it the above-captioned report (TCHC:2012-46) from the Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors approved the recommendations in the report to:

1. appoint the following officers of Toronto Community Housing Corporation:

   Name	Title	Effective Date
   Syed Ali	Acting Chief Financial Officer* (interim appointment until the effective date that the Chief Financial Officer will be in place)	July 23, 2012 to September 4, 2012
   Jason Gorel	Chief Financial Officer	September 4, 2012
   Anand Maharaj	Vice President of Human Resources	July 20, 2012
   Greg Spearn	Chief Development Officer	August 20, 2012
   Michelle Wong	General Counsel and Corporate Secretary	July 20, 2012

2. in accordance with the 2010 Subsidiary Review Task Force Report, elect the Building and Investment Committee (BIC) Chair (or her designate) as an ex-officio director of Regent Park Development Corporation, Railway Lands Development Corporation, and Toronto Affordable Housing Fund. The Building and Investment Committee has nominated the following designates:
   1. Regent Park Development Corporation – Audrey Wubbenhorst;
   2. Railway Lands Development Corporation – Councillor Norm Kelly; and
   3. Toronto Affordable Housing Fund – Audrey Wubbenhorst.
3. in accordance with the 2010 Subsidiary Review Task Force Report, elect the Corporate Affairs and Audit Committee (CAAC) Chair (or his designate) and Board Chair nominee as ex-officio directors of Toronto Community Housing Enterprises Inc.;
4. elect Eugene (Gene) Jones, Jr., as CEO of TCHC, and Jason Gorel, as CFO of TCHC, to serve as ex-officio directors of the following subsidiaries in accordance with the 2010 Board Subsidiary Task Force report, including the respective BIC Chair (or designate), CAAC Chair (or designate), and Board Chair nominee:

   Subsidiary	Directors
   2001064 Ontario Inc.	TCHC CEO - Eugene (Gene) Jones, Jr. TCHC CFO - Jason Gorel
   Access Housing Connections Inc.	TCHC CEO - Eugene (Gene) Jones, Jr. TCHC CFO - Jason Gorel
   Housing Services Inc.	TCHC CEO - Eugene (Gene) Jones, Jr. TCHC CFO - Jason Gorel
   Railway Lands Development Corporation	BIC Designate - Councillor Norm Kelly TCHC CEO - Eugene (Gene) Jones, Jr. TCHC CFO - Jason Gorel
   Regent Park Development Corporation	BIC Chair - Audrey Wubbenhorst TCHC CEO - Eugene (Gene) Jones, Jr. TCHC CFO - Jason Gorel
   Toronto Affordable Housing Fund	BIC Chair - Audrey Wubbenhorst TCHC CEO - Eugene (Gene) Jones, Jr. TCHC CFO - Jason Gorel
   Toronto Community Housing Enterprises Inc.	TCHC CEO - Eugene (Gene) Jones, Jr. TCHC CFO - Jason Gorel CAAC Designate – Brian Kwan Board Nominee – Jennifer Wood

5. confirm the appointment of Christian Buhagiar as Chair of the Board of Directors of Housing Services Inc.;
6. revisit the appointments on the subsidiaries and other entities should there be any changes to the Subsidiary Review Task Force report following implementation of the Auditor General recommendations; and
7. approve the Board Chair, CEO or designate to take all necessary actions and execute all documents and resolutions, on behalf of Toronto Community Housing, as required to implement the above recommendations.

Item 5 – New Development Subsidiaries: Allenbury Gardens, Leslie Nymark and Alexandra Park, TCHC:2012-47

The Board of Directors had before it the above-captioned report (TCHC:2012-47) from the Corporate Affairs and Audit Committee.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors approved the following:

(1) the incorporation of Allenbury Gardens Development Corporation (“AGDC”), a Toronto Community Housing wholly owned subsidiary,

(2) the incorporation of Leslie Nymark Development Corporation (“LNDC”), a Toronto Community Housing wholly owned subsidiary,

(3) the incorporation of Alexandra Park Development Corporation (“APDC”), a Toronto Community Housing wholly owned subsidiary, and

(5) authorize the President & CEO or designate to sign all resolutions and execute everything necessary, on behalf of Toronto Community Housing, to implement these incorporations.

Item 6 – Development Subsidiary Governance, TCHC:2012-48

Item 7 – Governance Structure of Access Housing Connections Inc., TCHC:2012-49

The Board of Directors had before it the above-captioned reports (TCHC:2012-48 and TCHC:2012-49) from the Governance, Risk and Human Resources Committee.

Management reported that the governance structure changes are being made to strengthen the approval, reporting and oversight processes of the subsidiaries. Out-going directors will be sent a letter of thanks for their service.

Motion carried

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

1. in accordance with the Subsidiary Review Task Force Report, approve the ex-officio appointments of:
   1. the President & CEO, Chief Financial Officer and Chair of the Building and Investment Committee (or nominee) as Directors; and
   2. the Chief Development Officer, Senior Finance Person designated by the President & CEO as Treasurer, and Senior Development staff designated by the President & CEO as General Manager.
   3. based on the above appointment protocol, the initial board and officers of Allenbury Gardens Development Corporation (“AGDC”), Leslie Nymark Development Corporation (“LNDC”) and Alexandra Park Development Corporation (“APDC”) will be respectively:
      1. AGDC:
         Directors: Eugene E. Jones Jr., Jason Gorel (effective September 4, 2012) and Zahir Bhaidani; and
         
         Officers: Greg Spearn (effective August 20, 2012) (Chief Development Officer), Syed Ali (Treasurer) and Lizette Zuniga (General Manager);
      2. LNDC:
         Directors: Eugene E. Jones Jr., Jason Gorel (effective September 4, 2012) and Zahir Bhaidani; and
         
         Officers: Greg Spearn (effective August 20, 2012) (Chief Development Officer), Syed Ali (Treasurer) and Lizette Zuniga (General Manager);
      3. APDC:
         Directors: Eugene E. Jones Jr., Jason Gorel (effective September 4, 2012) and Audrey Wubbenhorst; and
         Officers: Greg Spearn (effective August 20, 2012) (Chief Development Officer), Syed Ali (Treasurer) and Lizette Zuniga (General Manager).
2. authorize the President & CEO or designate to sign all resolutions and execute everything necessary, on behalf of Toronto Community Housing, to implement these appointments.

Motion carried

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

1. approve the removal of all current independent directors on the Board of AHCI, who are as follows:
   1. Jehad Aliweiwi (Chair)
   2. Afshan Bye
   3. Filsun Mahamed, and
   4. Angus Palmer;
2. as sole Shareholder, recommend convening an Annual Meeting of the Shareholder to consider all necessary matters including removal of the current directors listed in recommendation (1) above and appoint of the following TCHC board members and executives to the Board of AHCI:
   1. Brian Kwan
   2. Catherine Wilkinson
   3. Jennifer Wood
   4. Eugene Gene Jones (ex-officio as TCHC CEO), and
   5. Jason Gorel (ex-officio as TCHC CFO);
3. as sole Shareholder, appoint Jennifer Wood as Chair of Access Housing Connections Inc.;
4. appoint the TCHC President and CEO to act as proxy for the sole Shareholder, with all rights, at the Annual Meeting of the Shareholder of Access Housing Connections; and
5. authorize the TCHC President and CEO and the Corporate Secretary (and their respective designates) to take all actions and execute all necessary documents to implement the above resolutions, including advising the current AHCI board members in advance of their removal and authoring a letter of thanks to each of the current AHCI directors upon their removal.

Item 7a – Special Meeting of the Board of Directors to Discuss Community Safety, Verbal

A Board member proposed a motion to schedule a special Board meeting to discuss community safety issues.

The following person gave a verbal deputation on this matter:

• Susan Gapka

The Board discussed the scope for the meeting in relation to:

• location,
• speakers,
• stakeholder attendees, and
• meeting format.

Mr. Gene Jones indicated that he would speak with the Board further in order to set out the expectations and parameters for the meeting.

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Councillor Frances Nunziata and carried, the Board of Directors resolved to hold a special Board meeting to discuss community safety issues.

Item 8 – Asset Sustainability, Presentation

Tim Dettlaff, Senior Vice President of Asset Management at Ameresco, gave a presentation on Asset Sustainability at Toronto Community Housing, highlighting the following:

• Today’s Issues;
• Projected Capital Needs;
• Unfunded Liability;
• Facility Condition Index (FCI) and Projected Facility Condition Index;
• Projected Funding Target; and
• Bleecker Street example.

Mr. Dettlaff noted that the 10% FCI Target for Toronto Community Housing is $108M per year and discussed strategies to help reduce the corporation’s repair backlog.

The Board discussed the information provided in the presentation and asked questions in relation to:

• the projected facility condition index;
• whether other housing providers are using the same FCI standards as Toronto Community Housing; and
• how Toronto Community Housing is fairing in relation to the private sector.

Mr. Gene Jones gave a presentation on Toronto Community Housing’s State of Good Repair Fund, highlighting:

• The current status of the fund;
• The allocation of $11.5M to in-suite and common areas;
• Reporting on the fund;
• Criteria for the use of the $11.5M;
• The 3-stage implementation of the $11.5M;
• Allocation potential of $24M; and
• A summary of the experience at the New York City Housing Authority.

Management distributed a handout providing further information on the $11.5M raised for The State of Good Repair Fund.

The Board and management discussed the allocation plan, including:

• the evaluation of vendors and vendor performance monitoring;
• MLS orders;
• Engaging tenants in the process and implementation;
• Feedback process; and
• Plans for buildings with high FCI.

The Board requested the FCI breakdown for each individual building.

Item 9 – President And CEO’s Update, Verbal

This item was deferred.

Item 10 – Correspondence to Board from City of Toronto

The Board and management discussed the process for providing the Board with correspondence from the City and City Councillors.

The Board requested that items from the City and councillors be forwarded to the Board when received.

Item 11 – Board of Directors Committees Public Minutes, TCHC:2012-50

The Board of Directors had before it the above-captioned minutes (TCHC:2012-50) from the following Committees:

• Building and Investment Committee
  • June 8, 2012
• Corporate Affairs and Audit Committee
  • May 29, 2012
• Governance, Risk and Human Resources Committee
  • March 30, 2012
  • May 28, 2012
• Tenant and Community Services Committee
  • May 25, 2012

Board members followed up on items from the committees and expressed concern that matters from the Tenant and Community Services Committee are not being forwarded on to the Board. It was requested that items and motions from the committees be forwarded to the Board when requested.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors unanimously received the Committee minutes for information.

Closed Meeting Proceedings

The public meeting was adjourned at 11:56 a.m. to allow the Board of Directors to hold a closed meeting to consider items A, B, C, D, E, F, G, H, I, J, and K.

Termination

The meeting terminated at 2:30 p.m.