Board of Directors Meeting - December 7, 2012

Agenda

Chair’s Remarks

President and CEO’s Remarks

Approval of Agenda and Review of Agenda Order

Chair’s Poll re: Conflict of Interest

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

1 – Confirmation of Toronto Community Housing Corporation Board of Directors Public Minutes

• October 22, 2012
• November 22, 2012

Business Arising from the Public Minutes and Board Action Item List

For Approval:

2 – External Audit Fees CAAC

3 – Employee Expense Policy Review, CAAC

4 – Appointment of Directors to the Board of TCHC’s Subsidiary InnoServ Inc., GRHRC

For Information:

5 – Q3 2012 Performance Report

6 – Correspondence to the Board from the City of Toronto

7 – Committee Public Minutes and Updates from Committee Chairs

1. Building and Investment Committee Minutes, BIC
   • September 28, 2012
2. Tenant and Community Services Committee Minutes, TCSC
   • September 27, 2012

Minutes

The Board of Directors of the Toronto Community Housing Corporation met on Friday, December 7, 2012 at 9:37 a.m. in the ground floor boardroom at 931 Yonge Street, Toronto.

Directors in Attendance:

Norman (Bud) Purves, Chair

Munira Abukar

Christian Buhagiar

Councillor Norm Kelly

Karen Newman

Councillor Frances Nunziata

Councillor Cesar Palacio

Councillor John Parker

Catherine Wilkinson

Jennifer Wood

Audrey Wubbenhorst

Directors Absent:

Zahir Bhaidani

Brian Kwan

Also present:

Eugene E. Jones Jr., President and Chief Executive Officer

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Paul Chisholm, General Manager, Access Housing Connections Inc.

Chuck Dowdall, Vice President, Operations (Interim)

Michelle Haney-Kileeg, Vice President, Resident Services (Interim)

Jason Gorel, Chief Financial Officer

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Graham Leah, Vice President, Facilities Management (Interim)

Anand Maharaj, Vice President, Human Resources

Bruce Malloch, Director, Strategic Communications

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 welcomed and introduced new Board member, Karen Newman, who joined the Board on December 1, 2012.

The Chair noted that in January, Councillors Maria Augimeri and Ana Bailão will join the Board. On behalf of the Board, the Chair thanked outgoing Board members, Councillors Norm Kelly and John Parker for their service on the Board and presented them with a token of appreciation.

Councillors Norm Kelly and John Parker left the meeting at 9:49 a.m.

The Chair presented his opening remarks highlighting some of the activities from 2012, including:

• improvements in oversight and transparency of financial activity at Toronto Community Housing;
• resident town hall meetings;
• creation of the State of Good Repair Fund – a handout containing an update on the sale of stand-alone properties and the Special Working Group recommendations was distributed to the Board;
• recent launch of the repair blitz pilot program in the Morningside Coronation/Danzig community;
• the report from the Special Housing Working Group;
• progress made on the Regent Park revitalization; and
• the hiring of Gene Jones as President and CEO.

The President and CEO, Mr. Gene Jones, presented his remarks to the Board, including:

• an update on the State of Good Repair: In Your Unit program recently launched with a repair blitz in the Morningside Coronation community on Danzig Street;
• recent announcement of a $150,000 donation over three years to the Danzig community from Toronto resident Akanimo Udofia;
• an update on the fall 2012 resident town hall meetings; and
• Toronto Community Housing’s participation at the ONPHA conference in November and Michelle Haney-Kileeg’s election to its Board of Directors.

Mr. Jones welcomed and introduced former resident, Maryan Hilowle, to give a presentation on her experience in building and owning a home through Habitat for Humanity. Ms. Hilowle was joined by Neil Hetherington, CEO of Habitat for Humanity Toronto. Ms. Hilowle gave a presentation on her experience with Toronto Community Housing Corporation and Habitat for Humanity. Mr. Hetherington gave a presentation to the Board, including background information on Habitat for Humanity and the financial and social impacts of homeownership.

Mr. Jones presented a Queen Elizabeth II Diamond Jubilee Medal to Maurice Brenner, Toronto Community Housing’s Managing Director of Human Rights & Equity, and recognized two additional employees who received Diamond Jubilee Medals earlier in the year, Sherwin Modeste, Health Promotion Officer, and William Mendes, Community Revitalization Consultant.

The Chair polled the audience for deputations and explained the deputation process.

Approval of Agenda

Motion carried

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Ms. Munira Abukar and carried, the Board of Directors approved the agenda as circulated.

Declaration of 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. None were declared.

Review of Agenda Order

The following public agenda items were held for discussion:

Item 2 – External Audit Fee
Item 3 – Employee Expense Policy Revie
Item 5 – Q3 2012 Quarterly Performance Repor
Item 6 – Correspondence to the Board from the City of Toronto

Motion carried

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

Item 1 – Confirmation of Board Minutes of Toronto Community Housing Corporation For October 22, 2012 and November 22, 2012

The Board had before it the draft Board minutes for the October 22, 2012 and November 22, 2012 public meetings.

Motion carried

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors confirmed the October 22, 2012 and November 22, 2012 public minutes.

Item 2 – External Audit Fees, TCHC:2012-75R

The Board of Directors had before it the above-captioned report (TCHC:2012-75R) from the Corporate Affairs and Audit Committee.

The Board discussed the $90,000 fee for quarterly 2013 reviews of consolidated financial statements of Toronto Community Housing.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Jennifer Wood and carried, the Board of Directors:

1. approved the fees for PricewaterhouseCoopers LLP for the fiscal 2012 audit services of Toronto Community Housing Corporation and its subsidiaries in the amount of $185,570 as outlined in attachment 1 of this report; and
2. resolved that a $90,000 fee for quarterly statements be added for 2013.

Item 3 – Employee Expense Policy Review, TCHC:2012-76R

The Board of Directors had before it the above-captioned report (TCHC:2012-76R) from the Corporate Affairs and Audit Committee.

The Board and management discussed the report, including:

• timeliness for submitting receipts,
• policy review,
• cash advances, and
• requirement for itemized receipts.

In response to a question from the Board, management confirmed that expenses for alcohol will not be reimbursed.

The Board discussed how the policy will be audited to ensure compliance noting that it will be included in the internal audit work plan.

The Board discussed which staff expenses are currently posted on Toronto Community Housing’s website. The Board requested that this be reviewed by the Corporate Affairs and Audit Committee and Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors resolved to:

1. approve the revised Expense Reimbursement Policy;
2. direct the President and CEO or his designate to take the necessary actions to comply with the approved policy; and
3. direct the Corporate Affairs and Audit Committee and Governance, Risk and Human Resources Committee to review ensuring transparency of all employee expenses.

Item 4 – Appointment of Directors to the Board of TCHC’s Subsidiary Innoserv Inc., TCHC:2012-77

The Board of Directors had before it the above-captioned report (TCHC:2012-77) from the Governance, Risk and Human Resources Committee.

Motion carried

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

1. elect Eugene E. Jones, Jr., as Chief Executive Officer of TCHC, and Jason Gorel, as Chief Financial Officer of TCHC, to serve as ex-officio directors on the board of directors of InnoServ Inc.; and 
2. approve the CEO or designate to take all necessary actions and execute all documents and resolutions, on behalf of Toronto Community Housing Enterprises Inc., as required to implement the above recommendations.

Item 5 – Q3 2012 Quarterly Performance Report, TCHC:2012-78

The Board of Directors had before it the above-captioned report (TCHC:2012-78) from the President and Chief Executive Officer.

The following individual provided a verbal deputation in relation to this item:

• Nafisa Mohamed

Motion carried

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Ms. Jennifer Wood and carried, the Board of Directors received the Q3 2012 performance report for information.

Ms. Munira Abukar left the meeting at 10:45 a.m.

Item 6 – Correspondence to the Board from the City of Toronto Re: City Council - Member Motion: MM27.1, TCHC:2012-86

The Board of Directors had before it the above-captioned report (TCHC:2012-86) from the President and Chief Executive Officer.

The Board discussed the correspondence received from the City regarding Member Motion MM27.1 regarding Leveraging the Federal Government’s public security priorities to help make Toronto Community Housing Corporation properties safer.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Councillor Cesar Palacio and carried, the Board of Directors received the report for information and resolved to support the City Council adoption of MM27.1.

Mr. Hugh Lawson, Director of Strategic Planning & Stakeholder Relations, provided a verbal update to the Board on other matters discussed at City Council’s November 2012 meeting relating to Toronto Community Housing, including:

• Toronto Community Housing Corporation Vehicle Reserve – Transferring Fleet Management Responsibilities to Toronto Fleet Services;
• Dissolution of TCHC Subsidiary, Housing Services Inc.; and
• Member Motion re: Identifying priority locations for security cameras in Toronto Community Housing.

The Board requested a copy of the Member Motion and directed management to report back on the matter at the next meeting.

The Housing Services Inc. (hsi) Board Chair provided an update on the dissolution of hsi.

Item 7 – Board of Director Committees Public Meeting Minutes, TCHC:2012-79

The Board of Directors had before it the above-captioned minutes (TCHC:2012-79) from the following Committees:

• Building and Investment Committee
  • September 28, 2012
• Tenant and Community Services Committee
  • September 27, 2012

Motion carried

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

Closed Meeting Proceedings

The public meeting was adjourned at 11:12 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 2:21 p.m.