Board of Directors Meeting - December 11, 2013

Consent Agenda

The Board Chair will ask for approval of the following consent agenda items.  Board members must indicate if they wish to request to discuss the item, question the item or register a vote against the item.  If an item is removed from the consent agenda, it will be discussed in closed session at the end of the public meeting.

A. Confirmation of Board of Directors’ Closed Meeting Minutes of October 24, 2013

Action: Approval

Pre-read: Minutes

B. Confirmation of Board of Directors’ Closed Meeting Minutes of November 22, 2013

Action: Approval

Pre-read: Minutes

C. Business Arising from the Closed Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Public Meeting Agenda (9:30 a.m.)

1. Chair’s Remarks

Action: Information

Pre-read: -

Presenter: Chair, Board of Directors

2. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

3. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda

Presenter: All

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

Action: Approval

Pre-read: Agenda

Presenter: All

5. President and CEO’s Remarks

Action: Information

Pre-read: -

Presenter: President and CEO

6. Confirmation of Public Meeting Minutes of October 24, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

7. Business Arising from the Public Board Meeting Minutes and Action Items Update

Action: Discussion

Pre-read: Action Item List

Presenter: All

Reports from Corporate Affairs and Audit Committee

8. 2014 Operating and Capital Budget

Action: Approval

Pre-read: TCHC:2013-70

Presenter: Chair, CAAC

9. Internal Audit: 2014 Work Plan

Action: Approval

Pre-read: TCHC:2013-71

Presenter: Chair, CAAC

10. Internal Audit: 2014 Budget

Action: Approval

Pre-read: TCHC:2013-72

Presenter: Chair, CAAC

11. External Audit Work Planning: Year Ended December 31, 2013

Action: Approval

Pre-read: TCHC:2013-73

Presenter: Chair, CAAC

12. Subsidiary Wind Down: Don Mount Court Development Corporation

Action: Approval

Pre-read: TCHC:2013-74

Presenter: Chair, CAAC

Reports from the Building and Investment Committee

13. Leslie Nymark Revitalization: Anchor Business Plan

Action: Approval

Pre-read: TCHC:2013-75

Presenter: Chair, BIC

Reports from External Advisory Committee

14. Commissioner of Housing Equity Office

Action: Approval

Pre-read: Report not yet available

Presenter: Co-Chairs, External Advisory Committee

15. Other Business

Action: Discussion

Pre-read: -

Presenter: All

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on Wednesday, December 11, 2013 at 9:39 a.m. in the Ground Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Norman (Bud) Purves (Chair)

Munira Abukar

Councillor Maria Augimeri

Zahir Bhaidani

Christian Buhagiar

Brian Kwan

Karen Newman

Councillor Cesar Palacio

Catherine Wilkinson

Jennifer Wood

Directors Absent:

Councillor Ana Bailão

Councillor Frances Nunziata

Audrey Wubbenhorst

Also present:

Eugene (Gene) E. Jones Jr., President and CEO

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jason Gorel, Chief Financial Officer and Treasurer

Ismail Ibrahim, Interim General Counsel

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Kathleen Llewellyn-Thomas, Chief Operating Officer

Anand Maharaj, Vice President of Human Resources

Bruce Malloch, Director, Strategic Communications

Greg Spearn, Chief Development Officer

Michael Vear, Chief Internal Auditor

A quorum being present, the Chair called the meeting to order and Mrs. Janice Lewkoski served as recording secretary.

Item 1 - Chair's Remarks

The Chair announced his intention to retire from his position as Chairman of the Board in 2014.

The Chair noted that he would provide his year-end remarks at the end of the meeting.

Consent Agenda

The Board had before it a consent agenda containing the following items:

• Confirmation of the Board of Directors’ Closed Meeting Minutes of October 24, 2013 for approval;
• Confirmation of the Board of Directors’ Closed Meeting Minutes of November 22, 2013 for approval; and
• Business Arising from the Closed Meeting Minutes and Action Items Update for information.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Jennifer Wood and unanimously carried, the Board of Directors approved the items on the consent agenda.

Deputations

The Chair polled the audience for deputations. No deputations were received nor declared at the meeting.

Item 2 – Approval of Agenda and Review of Agenda Order

The Board of Directors amended the order of the agenda, moving the Chair’s Remarks (Item 1) and President and CEO’s Remarks (Item 5) to the end of the agenda and adding the following items under other business:

• Director Remuneration – Access Housing Connections Inc.; and
• Charitable Foundation.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Munira Abukar and unanimously carried, the Board of Directors approved the agenda, as amended.

Item 3 – 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. Mr. Brian Kwan, Ms. Jennifer Wood and Councillor Cesar Palacio declared a conflict of interest in the Other Business item regarding Director Remuneration – Access Housing Connections Inc. as they are Directors of Access Housing Connections Inc. The Ontario Business Corporations Act permits directors to vote on the item despite the conflict as it relates to their remuneration as directors of an affiliate of Toronto Community Housing.

Item 4 – Review of Agenda

All items on the public agenda were held for discussion.

Item 6 – Confirmation of the Public Board Minutes of Toronto Community Housing Corporation Housing Corporation for October 24, 2013

The Board had before it the draft Board of Directors’ minutes for the October 24, 2013 public meeting.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Mr. Zahir Bhaidani and unanimously carried, the Board of Directors confirmed the October 24, 2013 public Board of Directors’ meeting minutes, as circulated.

Item 7 – Business Arising from the Public Board Meeting Minutes and Action Items Update, Action Item List

The Board had before it the Report on Business Arising from the Public Meeting Minutes of October 24, 2013 and Board Action Item List.

The Board requested Management to address action items in a more timely manner.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Councillor Cesar Palacio and unanimously carried, the Board of Directors received the Board Action Item List for information.

Item 8 – 2014 Operating and Capital Budget, TCHC:2013-70

The Board of Directors had before it the above-captioned report (TCHC:2013-70) from the Corporate Affairs and Audit Committee.

The Chair of the Corporate Affairs and Audit Committee introduced the report and presented the 2014 Operating Budget.

The Chair of the Building and Investment Committee presented the 2014 Capital Budget.

In response to a question from the Board, Management confirmed that the 2014 budget is posted on Toronto Community Housing’s website.

The Board and Management discussed the report, including:

• the status of the 2013 capital projects;
• evaluating the Year of the Youth initiative and the need for initiatives for seniors in 2014;
• Resident Participatory Budgeting;
• the status of MLS orders;
• the increase in insurance-related costs for 2014;
• the corporate training program; and
• CCTV cameras.

The Board requested that the breakdown of capital projects planned throughout the City under the State of Good Repair program, included on Toronto Community Housing’s website, be shared with City Councillors.

The Board noted that the 2014 budget highlights how planned spending correlates to the Corporation’s strategic goals.

The Chair of the Corporate Affairs and Audit Committee reported that the Committee has requested Management to report back on how budget dollars are spent and whether the Corporation is meeting its targets.

Motion carried

ON MOTION DULY MADE by Mr. Zahir Bhaidani, seconded by Mr. Brian Kwan and unanimously carried, the Board of Directors approved:

1. the 2014 operating budget surplus of $78.2 Million as presented on slide 13 of Attachment A;
2. the 2014 capital budget with new capital projects of $187.6 Million as presented on slide 15 of Attachment A.

Item 9 – Internal Audit: 2014 Work Plan, TCHC:2013-71

The Board of Directors had before it the above-captioned report (TCHC:2013-71) from the Corporate Affairs and Audit Committee.

Corporate Affairs and Audit Committee member, Mr. Christian Buhagiar, introduced the report, noting the Committee’s discussion of the Internal Audit’s 2014 Work Plan.

In response to a question from the Board, it was confirmed that Management shares the 2014 Work Plan with the City’s Auditor General and the Corporation’s external auditor, PriceWaterhouseCoopers LLP.

Motion carried

ON MOTION DULY MADE by Councillor Maria Augimeri, seconded by Ms. Catherine Wilkinson and unanimously carried, the Board of Directors approved the 2014 Work Plan.

Item 10 – Internal Audit: 2014 Budget, TCHC:2013-72

The Board of Directors had before it the above-captioned report (TCHC:2013-72) from the Corporate Affairs and Audit Committee.

Corporate Affairs and Audit Committee member, Mr. Christian Buhagiar, introduced the report and a discussion ensued.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Mr. Zahir Bhaidani and unanimously carried, the Board of Directors approved the 2014 Budget.

Item 11 – External Audit Work Planning: Year Ended December 31, 2013, TCHC:2013-73

The Board of Directors had before it the above-captioned report (TCHC:2013-73) from the Corporate Affairs and Audit Committee.

Corporate Affairs and Audit Committee member, Ms. Karen Newman, presented the report, noting that the external auditor will continue to conduct quarterly reviews of Toronto Community Housing’s consolidated financial statements and the work plan includes a number of new audits.

The Board and Management discussed the report and audit fees, including:

• the additional year-end audits of contract managed properties;
• audits of Toronto Community Housing’s subsidiaries;
• non-audit services; and
• the quarterly reviews.

Motion carried

ON MOTION DULY MADE by Mr. Zahir Bhaidani, seconded by Councillor Maria Augimeri and unanimously carried, the Board of Directors approved the recommendations in the report, as amended, to:

1. appoint PriceWaterhouseCoopers LLP (“PWC”) as lead external auditor for TCHC’s wholly owned subsidiaries for the year ended December 31, 2013, and approve the audit fees for all external auditors including the quarterly reviews of TCHC’s consolidated financial statements in 2014, totaling $247,900 as per Appendix 2
2. to receive the fees for the year end audited consolidated statements as approved by the City Shareholder of $93,340 for information;
3. approve and appoint Ernst & Young as auditor of Railway Lands Development Corporation;
4. approve and appoint Lipton LLP as auditor of Allenbury Gardens Development Corporation;
5. consent to the exemption from the requirements of Part XII of the Business Corporations Act (Ontario) regarding the appointment and duties of an auditor in respect of the financial year ending on December 31, 2013 for the newly created subsidiary, Leslie Nymark Development Corporation;
6. authorize the President and Chief Executive Officer, Chief Financial Officer, or designate to take the necessary action and execute any and all documents required to give effect to the above recommendations; and
7. subject to Director, Karen Newman, further negotiating the price for the quarterly reviews with PriceWaterhouseCoopers LLP and reporting back to the Board

Item 12 – Subsidiary Wind Down: Don Mount Court Development Corporation, TCHC:2013-74

The Board of Directors had before it the above-captioned report (TCHC:2013-74) from the Corporate Affairs and Audit Committee.

The Board discussed remuneration for the subsidiary’s directors.

The Board discussed the wind down options and the benefits of going through the due diligence process.

Motion carried

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Mr. Christian Buhagiar and unanimously carried, the Board of Directors resolved to:

1. approve the wind down of DMCDC and, as necessary:
   1. approve the amalgamation of DMCDC with its parent corporation, TCHC, and direct the TCHC Chair and President and CEO to seek approval from the Shareholder (the City of Toronto) to amalgamate DMCDC as required by TCHC’s Shareholder Direction;
   2. as Shareholder of DMCDC, approve the transfer of all of DMCDC’s assets, liabilities and obligations, if necessary, to TCHC prior to amalgamation;
   3. authorize the appropriate TCHC and DMCDC officials to take the necessary actions to give effect to the above recommendations and to complete any and all ancillary tasks and documents necessary to effect the amalgamation; and
2. cease Director remuneration for the DMCDC Board of Directors immediately as the entity goes through the wind down process, which is consistent with recent practice for TCHC’s other subsidiaries.

Item 13 – Leslie Nymark Revitalization: Anchor Business Plan, TCHC:2013-75

The Board of Directors had before it the above-captioned report (TCHC:2013-75) from the Building and Investment Committee.

The Chair of the Building and Investment Committee introduced the report and the Chief Development Officer presented an overview of the Anchor Business Plan.

The Board and Management discussed the report, including:

• resident relocation;
• the business deal with Tridel; and
• the risks and process for obtaining City Council approval.

The Board discussed the spending authority of the President & CEO and amended the recommendations to limit spending to line items in the Anchor Business Plan.

The Board considered the proposal to construct additional 3 to 5 one- and two-bedroom units, and the benefits and costs of including these units in the development plan. Management reported that the proposal to construct the additional units is contingent on the receipt of funding from the provincial and/or municipal level of governments. The Board requested Management to report back on these incremental housing units through the Building and Investment Committee.

In response to a question from the Board, Management reported that it is expected that the matter will go before City Council for approval in mid-2014.

Motion carried

ON MOTION DULY MADE by Mr. Brian Kwan, seconded by Councillor Cesar Palacio and unanimously carried, the Board of Directors resolved to:

1. Approve implementation of the Leslie Nymark Business Plan as approved by the Building and Investment Committee and summarized on Attachment #4, subject to final City Council Official Plan amendment and zoning approval, and provided the Anchor Business Plan continues to project net proceeds to TCHC within 5% of the indicated net income of $37.5 million from the transaction exclusive of TCHC internal costs (“the Proceeds Threshold”).
2. Authorize the President and Chief Executive Officer or designate and the representatives of Toronto Community Housing’s development subsidiary (as required), to commence marketing and sales of market units in Leslie Nymark.
3. Authorize the President and Chief Executive Officer or designate to relocate households and demolish and replace all 121 rental units in Leslie Nymark, subject to all necessary consents required by the Housing Services Act, 2011 and the City of Toronto as sole shareholder.
4. Approve and authorize the President and Chief Executive Officer or designate to execute the final Project Agreement and ancillary agreements with Tridel Builders Inc. based on the business and contract terms, as approved by the Building and Investment Committee at its November 20, 2013 meeting.
5. Approve and delegate to the President and Chief Executive Officer, or designate, spending authority up to $2.5 million, as per line items in the Anchor Business Plan, for plan of subdivision costs, building design services, relocation costs, pre-construction works and community engagement costs required in advance of final budget approval for the cost of rental replacement units in Leslie Nymark.
6. Authorize the President and Chief Executive Officer or designate to make payments for Leslie Nymark Development Corporation’s share of short-term cash equity requirements of up to $4 million for the construction of market buildings in Leslie Nymark.
7. Authorize the President and Chief Executive Officer or designate to take the necessary action, incur capital commitments, and execute any and all documents as may be necessary in connection with development and construction of Leslie Nymark, that shall include, but not be limited to, execution of definitive development agreements, legal services, consulting contracts, construction contracts and planning documents, and other ancillary contracts and permits required to give effect to the above recommendations.
8. Direct Management to report back to the Building and Investment Committee on the creation of incremental housing units.

Item 14 – Commissioner of Housing Equity Office, TCHC:2013-78

The Board of Directors had before it the above-captioned report (TCHC:2013-78) from the External Advisory Committee co-Chairs.

The Co-Chair of the External Advisory Committee, Ms. Catherine Wilkinson, presented the report.

The Board discussed the work of the External Advisory Committee, and it was noted that the Committee will reconvene in 6 months to review the Commissioner of Housing Equity Office.

The Board discussed the limited term of the Commissioner of Housing Equity Office and the hiring of staff. In response to a question from the Board, it was confirmed that staff positions will also be contractually limited.

Motion carried

ON MOTION DULY MADE by Ms. Jennifer Wood, seconded by Ms. Catherine Wilkinson and unanimously carried, the Board of Directors approved the creation of the Commissioner of Housing Equity Office as described in the report.

Item 15 – Other Business, Verbal

Director Remuneration – Access Housing Connections Inc.

The Chair of the Governance, Risk and Human Resources Committee introduced the matter, noting that the Board of Directors of Access Housing Connections Inc. passed a motion at its recent Board meeting to recommend to Toronto Community Housing to cease remuneration of its directors. It was further noted that subsidiary director remuneration is being considered by the Governance, Risk and Human Resources Committee through its review of the subsidiary governance framework.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Karen Newman and unanimously carried, the Board of Directors resolved to cease Director remuneration for the Board of Directors of Access Housing Connections Inc. immediately, which is consistent with recent practice for TCHC’s other subsidiaries.

Charitable Foundation

The President & CEO introduced recommendations to create an arms length Charitable Foundation for fundraising to support programs and activities that would benefit the residents of Toronto Community Housing.

The Board and Management discussed the matter. The Board requested Management report back to the Board through its Governance, Risk and Human Resources Committee on the proposed infrastructure and implementation, and Resident Services Committee on the distribution of funds.

Motion carried

ON MOTION DULY MADE by Mr. Norman Purves, seconded by Councillor Cesar Palacio and unanimously carried, the Board of Directors resolved to:

1. Approve the exploration of the creation of an arms length Charitable Foundation with the mandate of fundraising to support programs and activities that benefit the residents of Toronto Community Housing Corporation (TCHC); and
2. Direct Management to report back on an implementation plan for the Charitable Foundation infrastructure with its charitable objects and its approach to fundraising.

Item 5 – President & CEO's Remarks

The President & CEO commented on the Chair’s retirement announcement, thanking him for his support and commitment to Toronto Community Housing.

The President & CEO highlighted the significance of the Board’s approval of the 2014 budget which will allow the Corporation to achieve its strategic goals. He noted that the 2015 budget process will include resident consultation.

The President & CEO emphasized that performance will be key to the Corporation realizing its strategic plan and becoming a landlord of excellence.

Item 1 – Chair's Remarks

The Board Chair provided his remarks, highlighting the Corporation’s accomplishments in 2013, including improvements in transparency, governance and financial accountability, its progress on various development activities, and resident programs.

The Chair thanked Board members, Committee Chairs and the President & CEO for their work in 2013.

The Chair requested Management publish a Top 10 list of the Corporation’s accomplishments on its website.

TERMINATION

The meeting terminated at 12:49 p.m.