Board of Directors Meeting - December 16, 2014

Agenda

1. Chair's Remarks

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, Board of Directors

2. Approval of Public Meeting Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: Chair, Board of Directors

3. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read

• Agenda
• Conflict of Interest Policy

Presenter: Chair, Board of Directors

4. Interim President and CEO's Remarks

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Interim President & CEO

5. Confirmation of Board of Directors’ Public Meeting Minutes of October 9, 2014 and August 14, 2014

Action: Approval

Pre-read: Minutes

Presenter: Chair, Board of Directors

6. Business Arising from the Minutes and Committee Action Items Update

Action: Discussion

Pre-read: Action Item List

Presenter: Chair, Board of Directors

Reports from Governance, Risk and Human Resources Committee (GRHRC)

7. GRHRC Chair’s Report

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, GRHRC

8. Board Charter

Action: Approval

Pre-read: TCHC:2014-57 (5 minutes)

Presenter: Chair, GRHRC

9. Subsidiary - Review of By-Law # 1 - Access Housing Connections Inc.

Action: Approval

Pre-read: TCHC:2014-58 (5 minutes)

Presenter: Chair, GRHRC

Reports from Building Standards and Neighbourhood Safety Committee (BSNSC)

10. BSNSC Chair’s Report

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: BSNSC Member

Report from Corporate Affairs and Audit Committee (CAAC)

11. CAAC Chair’s Report

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, CAAC

12. 2015 Operating and Capital Budget

Action: Approval

Pre-read: TCHC:2014-62 (40 minutes)

Presenter: Chair, CAAC

13. Internal Audit 2015 Work Plans

Action: Approval

Pre-read: TCHC:2014-63 (5 minutes)

Presenter: Chair, CAAC\

14. Internal Audit 2015 Budget

Action: Approval

Pre-read: TCHC:2014-64 (10 minutes)

Presenter: Chair, CAAC

Reports from Resident Services Committee (RSC)

15. Resident Services Committee Chair’s Report

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, RSC

16. Office of the Commissioner of Housing Equity: 2015 Budget

Action: Approval

Pre-read: TCHC:2014-69 (5 minutes)

Presenter: Commissioner of Housing Equity

Reports from the Building and Investment Committee (BIC)

17. BIC Chair’s Report

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair, BIC

18. 250 Davenport: Building Improvement Plan

Action: Approval

Pre-read: TCHC:2014-65 (5 minutes)

Presenter: Chair, BIC

19. Lawrence Heights: Transfer of Development Block for Market Condominiums and Rental Replacement Housing for Phase 1a

Action: Approval

Pre-read: TCHC:2014-66 (5 minutes)

Presenter: Chair, BIC\

20. Regent Park Phase 3: Transfer of Market Blocks

Action: Approval

Pre-read: TCHC:2014-67 (5 minutes)

Presenter: Chair, BIC

Reports from Management

21. Q3 2014 Quarterly Performance Report

Action: Approval

Pre-read: TCHC:2014-68 (15 minutes)

Presenter:  Director, Strategic Planning & Stakeholder Relations

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation (TCHC) held a public meeting on December 16, 2014 at 12:30 p.m. in the Main Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Bud Purves (Chair)

Munira Abukar

Councillor Ana Bailão (left at 2:30 p.m.)

Zahir Bhaidani (left at 2:00 p.m.)

Councillor Joe Cressy

Councillor Raymond Cho

Councillor Frank Di Giorgio

Brian Kwan

Catherine Wilkinson (left at 2:40 p.m.)

Jennifer Wood (left at 2:30 p.m.)

Directors Absent:

Christian Buhagiar

Karen Newman

Audrey Wubbenhorst

Management present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Leslie Gash, Development Director

Jason Gorel, Chief Financial Officer & Treasurer

Ismail Ibrahim, Director of Compliance and Legal Counsel

Hugh Lawson, Director, Strategic Planning and Stakeholder  Relations

Graham Leah, Vice President, Asset Management

Laurie Payne, Development Director

Sheila Penny, Vice President, Facilities Management

Liz Reid, Vice President, Information and Technology Services

Ken Scott, Senior Director, Strategic Procurement

Greg Spearn, Interim President & Chief Executive Officer/ Chief Development Officer

Pamela Spencer, General Counsel & Corporate Secretary/ Interim Vice President, Human Resources

Cynthia Summers, Commissioner of Housing Equity

Michael Vear, Chief Internal Auditor

Guests:

Jeffrey Griffiths, Auditor General

Beverly Romeo-Beehler, Auditor General

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

Item 1 - Chair's Remarks

The Chair welcomed everyone to today’s Board meeting and acknowledged the outgoing Toronto Auditor General, Jeff Griffiths and the new Toronto Auditor General, Beverly Romeo-Beehler. Mr. Purves thanked Mr. Griffiths for serving Toronto Community Housing Corporation (TCH) well, holding the corporation accountable for its spending practices and the highest standards of public administration. The 2011 and 2012 reports prepared by Mr. Griffiths set in motion a wide range of improvements to TCH’s financial controls, procurement processes, expenses polices and business practices. The Chair remarked that TCH is a better corporation than it was when he first came to audit the organization in 2010. The corporation, this board, our residents and the people of our city owe him a huge debt of gratitude for that and on behalf of everyone at TCH, thank you.  

The Chair also welcomed the three new City Councillors on our board. Councillor Cho, Councillor Cressy and Councillor Di Giorgio and congratulated them on their appointment and welcomed them to the TCH team. He also, welcomed back Councillor Bailão on her reappointment to the Board which provides continuity and reflects the many contributions she has made on the housing file, both at this table and her role as Chair of the Affordable Housing Committee at City Hall.  

The Chair advised that the Board approved an exciting new partnership with MLSE Foundation to redevelop property at 261 Jarvis Street into an innovative new facility for sports development. This building, for a number of reasons, has sat vacant and largely unused for 25 years. Through this agreement MLSE Foundation will transform this property—at no cost to TCH—into an innovative sports centre that will benefit our residents and the entire city. 

The Chair further advised that the Board also approved a Board Charter, which clearly identifies and defines the functions, roles and responsibilities of the Board, and the processes and structures required to manage the business and affairs of the corporation. Having a Board Charter is a best practice in corporate governance, and it will help ensure effective coordination and communication between the Board and Management and with our City Shareholder. 

The Chair further advised that, a lot of hard work has gone into the 2015 Budget over the past several months. The budget focuses squarely on improving quality of life for residents by repairing their homes and making thoughtful investments designed to increase service levels for residents.  

The Chair further advised that 2015 Budget describes what management believes it needs in order for TCH to succeed in 2015. Going into 2015, TCH is poised to make real progress in repairing and renewing its housing, delivering better services, securing funding for capital repairs from the federal and provincial governments, and being the landlord of excellence that residents deserve and the people of Toronto expect. 

In conclusion, the Chair expressed that its an exciting time at TCH, and the Board looks forward to hearing how the Interim President and Chief Executive Officer and his team will lead the company toward these goals and improvements. 

Deputations

The Chair polled for any deputations to be heard at the meeting.  

The following deputations were presented:

• Item 2 – Agenda (Deputed by Clive Williams);
• Item 8 – Board Charter (Deputed by Clive Williams and Susan Gapka);
• Item 9 – Subsidiary – Review of By-Law #1 – Access Housing Connections Inc. (Deputed by Clive Williams);
• Item 12 – 2015 Operating and Capital Budget (Deputed by Susan Gapka);
• Item 18 – 250 Davenport: Building Improvement Plant (Deputed by Alicia Gormley & John Corso). 

Item 2 - Approval of Agenda and Review of Agenda Order

The revised agenda was approved with the following changes:

• Item 21 – Deferred to the February Board meeting.
• Item 12 – Moved to first item on agenda.
• Item 18 – Moved Item 18 up on agenda list.
• TCHC Vulnerability Definition Policy and Vulnerability Operational Guideline moved to In Camera Session

Motion carried

ON MOTION DULY MADE by Councillor Bailão, seconded by Councillor Di Giorgio and carried, the Board of Directors approved the agenda or 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. No conflicts were declared.

Item 4 - Interim President & CEO Remarks

Mr. Spearn thanked the Board Chair and noted on how TCH is ending 2014 in a different place from where it started 2014.  

Mr. Spearn reminded the Board that when he was asked to take on this role, the direction was quite clear – work to stabilize the company, work as a team, and ask everyone to keep their heads down and simply get the job done.  He noted that as a result of the team’s outstanding performance in 2014, TCH is entering 2015 as a stable company positioned for success.

TCH has made business improvements that are generating significant savings and earning praise from the Toronto Auditor General and the Ombudsman. We have also built a stronger relationship with the City.

Mr. Spearn referenced TCH has succeeded in delivering $128 million of capital repairs to our buildings in the first significant year of our 10-year capital plan. In addition, good progress was made in our efforts in 2014 to secure additional funding for our 10-year capital plan to fix all our buildings so they can serve Toronto’s needs for another 40 years. 

Mr. Spearn advised the Board that TCH has introduced a number of best practices to strengthen TCH’s human resources function and reinforce a stable work environment where our employees feel supported and appreciated. We are close to completing a compensation review for management and exempt employees which will promote consistency and fairness.

Mr. Spearn concluded by thanking the Board for their patience, diligence, demands, oversight.

Item 5 - Confirmation of Board Public Meeting Minutes of October 9, 2014

The Board had before it the draft minutes of the October 9, 2014 public meeting.

Motion carried

ON MOTION DULY MADE by Mr. Purves, seconded by Mr. Bhaidani and carried, the Board of Directors confirmed the above-captioned minutes without amendments.

Item 6 - Business Arising from the Minutes and Committee Action Items Update

Motion carried

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

Item 7 - Governance, Risk and Human Resources Committee (GRHRC) Chair’s Report

No report or comments from the Chair of the GRHRC were received at this time.

Item 8 - Board Charter, TCHC:2014-57

The Board had before it the above-captioned report (TCHC:2014-57) from the GRHRC Chair. 

The Board and Management discussed the report. The Board is expected to provide strategic guidance to Management and oversee the activities of TCHC. In carrying out these corporate governance responsibilities, the development of a Board Charter will assist in outlining the processes and structures required to manage the business and affairs of TCH.  

The Board recommended that the Charter be amended to incorporate the importance of service to tenants and respect the role of tenants in the portfolio.

Motion carried

ON MOTION DULY MADE by Ms. Wood, seconded by Ms. Abukar and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 9 - Subsidiary - Review of By-Law # 1 - Access Housing Connections Inc., TCHC:2014-58

The Board had before it the above-captioned report (TCHC:2014-58) from the GRHRC Chair. 

The Board and Management discussed the report.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Councillor Bailão and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 10 - Building Standards and Neighbourhood Safety Committee (BSNSC) Chair’s Report

No report or comments from the Chair of the BSNSC were received at this time.

Item 11 - Corporate Affairs and Audit Committee (CAAC) Chair's Report

The Chair of the CAAC provided the Board and Management with a verbal update. Mr. Bhaidani advised the Board that the 2015 operating and capital budget was approved at the November 27, 2014 Board meeting.

Firstly, Mr. Bhaidani emphasized to the Board the amount of time and due diligence associated with the review of the final budget. Management began the budget process in April of this year. He advised that this budget has been commented on and reviewed extensively and is now being brought to the Board for final approval.

Secondly, he noted that the capital budget totaling some $319 million reflects a 250% increase over the capital budget of $128 million approved in 2013 and a 138% increase over the 2014 capital budget.

Thirdly, he noted that the operating budget reflects both significant increases in expenditure due to non-discretionary fixed costs, reasonable increases in overhead to support the significant increase in capital deployment activity.

Item 12 - 2015 Operating and Capital Budget, TCHC:2014-62

The Board had before it the above-captioned report (TCHC:2014-62) from the CAAC Chair. 

The Interim President and CEO and Management presented the 2015 budget to the Board.

Mr. Spearn stated that 2015 will be a defining year for TCH — a year where TCH will invest in residents and in the building blocks of our own success, like never before in the history of TCH. TCH will invest at an unprecedented level in repairing and renewing our housing to improve quality of life for residents. 

Furthermore, he advised that TCH is fully funded to deliver $175 million in capital repairs to our homes in 2015 — with unanimous City Council support to get the job done. TCH has a booming Revitalization program and are one of Toronto’s leading residential developers

He noted that this is the first year of our 10-year capital plan to fix all our buildings and keep them safe and habitable for another 40 to 50 years. In 2015, TCH is fully funded to do $175 million in capital repairs and, if the additional funding requested from the  government is received, TCH will do $200 million in 2016 and roll on from there.

Mr. Spearn noted, that TCH needs to invest $2.6 billion over 10 years in catch-up repairs to fix our aging buildings and keep them safe and habitable. TCH has already raised a total of $156 million through mortgage refinancing with Infrastructure Ontario and “blend-and-extend” loan refinancing with the City. This is new debt, but it comes at no increase in debt service costs, has a 30-year fixed interest rate, and the payments are guaranteed by the City.

In addition, TCH is projected to raise $65 million by end of 2016 through sale of council approved standalone houses, $30 million in 2014 alone. TCH is avoiding $215 million in capital repair costs by replacing homes in Regent Park, Alexandra Park, Lawrence heights and elsewhere through Revitalization.

Moreover, through efficiencies, working smarter and better procurement, in 2014 TCH has avoided about $20 million in costs and expects this pattern to continue in 2015. 

Additionally, working with the City of Toronto, TCH has secured one-third of the $2.6 billion. Without the additional funding from government, the money will start to run out in 2016 and TCH will have to shut down this accelerated capital repair program. However, with the money TCH can complete its 10-year plan and go forward with a much-lower annual capital need.

This is a one-time investment of $50,000 per unit in repairs compared with new replacement housing costs of $200,000 to $300,000 per unit. Given the billions of public dollars that went into creating our housing, it makes sense to protect this investment by fixing up our homes so they will last at least another 40 years.

Motion carried

ON MOTION DULY MADE by Mr. Bhaidani, seconded by Mr. Kwan and carried, the Board of Directors approved the recommendations in the report.

Ms. Wilkinson voted against the motion.

Action Items: Affordable Housing Gap Strategy Resources and Timeline to come to the February 19, 2015 Board meeting.

Item 13 - Internal Audit 2015 Work Plans, TCHC:2014-63

The Board had before it the above-captioned report (TCHC:2014-63) from the CAAC Chair. 

The Board and Management discussed the report.

Motion carried

ON MOTION DULY MADE by Ms. Abukar, seconded by Councillor Di Giorgio and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 14 - Internal Audit 2015 Budget, TCHC:2014-64

The Board had before it the above-captioned report (TCHC:2014-64) from the CAAC Chair. 

The Board and Management discussed the report.

Motion carried

ON MOTION DULY MADE by Ms. Abukar, seconded by Councillor Cressy and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 15 - Resident Services Committee Chair’s Report

No report or comments from the Chair of the RSC were received at this time.

Item 16 - Office of the Commissioner of Housing Equity: 2015 Budget, TCHC:2014-69

The Board had before it the above-captioned report (TCHC:2014-69) from the Commissioner of Housing Equity. 

The Board and Management discussed the report.

Motion Carried

ON MOTION DULY MADE by Ms. Abukar, seconded by Councillor Di Giorgio and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 17 - Building and Investment Committee (BIC) Chair's Report

No report or comments from the Chair of the BIC were received at this time.

Item 18 - 250 Davenport: Building Improvement Plan, TCHC:2014-65

The Board had before it the above-captioned report (TCHC:2014-65) from the BIC.

The Board and Management discussed the report.

Motion carried

ON MOTION DULY MADE by Councillor Cressy, seconded by Ms. Wilkinson and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 19 - Lawrence Heights: Transfer of Development Block for Market Condominiums and Rental Replacement Housing for Phase 1a, TCHC:2014-66

The Board had before it the above-captioned report (TCHC:2014-66) from the BIC Chair. 

The Board and Management discussed the report which was to approve the final Building Improvement Plan for the existing 449 unit building at 250 Davenport. The Building Improvement Plan was part of a self-financing revitalization plan for the community, which included the sale and redevelopment of a portion of the property.

This proposal will address $10M of the $14.5 million to be implemented now and the balance to be managed through the annual capital planning process.

Ms. Ana Bailᾶo asked the deputants on feedback regarding the engagement process and both deputants expressed that they felt it was in fact very successful.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Ms. Abukar and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 20 - Regent Park Phase 3: Transfer of Market Blocks, TCHC:2014-67

The Board had before it the above-captioned report (TCHC:2014-67) from the Chair of BIC. 

The Board and Management discussed the report.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Ms. Abukar and carried, the Board of Directors unanimously approved the recommendations in the report.

Item 21 - Q3 2014 Quarterly Performance Report, TCHC:2014-68

Deferred to February 2015 Board Meeting.

ADJOURNMENT

The Board resolved to terminate the public meeting at 2:40 p.m.