Board of Directors Meeting - February 20, 2020

Agenda

1. Chair’s Remarks 

Action: Information 

Pre-read: Verbal Report 

Presenter: Chair 

2. 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 December 12, 2019 

Action: Approval 

Pre-read: Minutes 

Presenter: Chair 

3. Business Arising from the Public Meeting Minutes and Action Items Update of December 12, 2019 

Action: Information 

Pre-read: Action Item List 

Presenter: Chair

4. TSC Chair’s Report 

Action: Information 

Pre-read: Verbal Report 

Presenter: TSC Chair 

a. OCHE 2019 Work Plan Performance Report 

Action: Approval 

Pre-read: TCHC:2020-04 

Presenter: Commissioner of Housing Equity 

b. OCHE 2019 Annual Report 

Action: Information

Pre-read: TCHC:2020-08

Presenter: Commissioner of Housing Equity

c. Pest Management Program 

Action: Information

Pre-read: TCHC:2020-06

Presenter: Chief Operating Officer

5. BIFAC Chair’s Report 

Action: Information 

Pre-read: Verbal Report 

Presenter: BIFAC Chair 

a. AC Exchange Program Update 

Action: Information

Pre-read: TCHC:2020-09

Presenter: Chief Operating Officer

6. GCHRC Chair’s Report 

Action: Information

Pre-read: Verbal Report

Presenter: GCHRC Chair

a. Review of Board and Committee Charters 

Action: Approval

Pre-read: TCHC:2020-01

Presenter: General Counsel and Corporate Secretary

b. 2020 Board and Committee Meeting Schedule 

Action: Approval 

Pre-read: TCHC:2020-02 

Presenter: General Counsel and Corporate Secretary 

c. Board Evaluation 

Action: Approval 

Pre-read: TCHC:2020-03 

Presenter: General Counsel and Corporate Secretary 

7. COO Reports 

a. 2019 Performance Report: TCHC Operational Performance Measures 

Action: Information

Pre-read: TCHC:2020-05

Presenter: Chief Operating Officer

b. Corporate Restructuring Update 

Action: Information

Pre-read: TCHC:2020-10

Presenter: Chief Operating Officer

8. 2020 Board Work Plan and Strategic Plan Discussion 

Action: Information

Pre-read: TCHC:2020-07

Presenter: General Counsel and Corporate Secretary

9. Board Meeting Reconfiguration 

Action: Information 

Pre-read: Verbal Update 

Presenter: General Counsel and Corporate Secretary 

TERMINATION

Minutes

The Board of Directors (“Board”) of the Toronto Community Housing Corporation (“TCHC”) held a public meeting on February 20, 2020 at 9:40 a.m. in the Main Floor Conference Room at 931 Yonge Street, Toronto and via teleconference. 

Directors in Attendance: 

Tim Murphy (Chair) 

Councillor Ana Bailão (left at 12:30 p.m.) 

Amanda Coombs (joined via teleconference at 9:55 a.m.) 

John Campbell 

Debbie Douglas  

Ubah Farah 

Councillor Paula Fletcher 

Adele Imrie (via teleconference) 

Linda Jackson 

Nick Macrae 

Brian Smith 

Directors Absent: 

N/A 

Management present: 

Luisa Andrews, Vice President, Information Technology Services 

Cathy Barker, Vice President, Human Resources 

William Anderson, Senior Director, CSU - Community Safety Unit 

Rose-Ann Lee, Chief Financial Officer & Treasurer  

Hugh Lawson, HoMES Business Lead, ITS 

Bruce Malloch, Director, Strategic Communications 

Kevin Marshman, President & Chief Executive Officer 

Darragh Meagher, General Counsel & Corporate Secretary 

William Mendes, Director, Program Delivery 

Sheila Penny, Chief Operating Officer 

Noah Slater, Director, Capital Planning & Design Engineering, Facilities Management 

Vincent Tong, Chief Development Officer 

Lindsay Viets, Director, Transition 

Ceilidh Wilson, Interim Legal Counsel & Assistant Corporate Secretary 

A quorum being present, Mr. Murphy, serving as 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, noted the Acknowledgement of the Land and provided the Board with the following highlights since the last Board meeting.   

Live-Streaming 

During the meeting today TCHC will be using some best practices to help make communications as clear and accessible as possible, both in person and online.  The Chair reminded speakers to use the microphone, to speak clearly so that their words were understood by everyone and encouraged all speakers to state their name when they begin to speak.  

Black History Month 

The Chair acknowledged that today’s Board meeting, is occurring during Black History Month which is a time to celebrate all the ways that Black Canadians have contributed to Canada’s history, medicine, art, public service, economic development and culture. Additionally, it’s a time to reflect on the barriers that Black Canadians have faced along their journey as well as some that they continue to face to this day.  

For the past several years TCHC has celebrated Black History Month through an event organized by our employee network, the Black Staff Caucus which will take place next Friday. TCHC’s support of the event is reflected in TCHC’s commitment in building a more inclusive workplace that embraces diversity and where all employees feel included, valued and respected. 

In-Camera Session Report Out Decision 

The Board met in camera this morning and will reconvene the in-camera session after the public session concludes. There are no decisions to report out at this time.  

Deputations

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

• Item 5A - AC Exchange Program Update  deputed by Cheryl Duggan); 
• Item 6A – Review of Board and Committee Charters (deputed by Ismail Afrah and Miguel Avila); 
• Item 6B – 2020 Board and Committee Meeting Schedule (deputed by Cheryl Duggan); 
• Item 6C- Board Evaluation (deputed by Miguel Avila); and 
• Item 7B - Corporate Restructuring Update (deputed by Miguel Avila)

Consent Agenda Items

Item 2 - Approval of Consent Agenda Items

The following items were not held for discussion: 

• Item 2A – Approval of Public Agenda; 
• Item 2B – Chair’s Poll re: Conflict of Interest; and 
• Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of December 12, 2019. 

Motion carried 

ON MOTION DULY MADE by Mr. Macrae, seconded by Mr. Smith and carried, the Board approved the following consent agenda items: Items 2B and 2C  

Item 2A - Approval of Public Meeting Agenda

The agenda was approved with the following changes: 

• Item 4A – OCHE 2019 Work Plan Performance Report – Deferred to next Board Meeting. 
• Item 4B - OCHE 2019 Annual Report – Deferred to next Board Meeting. 

Motion carried 

ON MOTION DULY MADE by Councillor Fletcher, seconded by Ms. Jackson and carried, the Board approved the revised 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 had 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 December 12, 2019

The Board had before it the draft public minutes for December 12, 2019. 

Motion carried 

ON MOTION DULY MADE by Mr. Macrae, seconded by Mr. Smith and carried, the Board confirmed the above-captioned minutes without amendments. 

Item 3 - Business Arising from the Public Meeting Minutes and Action Items Update of December 12, 2019

The Board had before it the business arising from the public meeting minutes and action items update as of December 12, 2019. 

Motion carried 

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

Item #1 – 2020 Operating and Capital Budget 

• Change in target date to Q2 2020 – April 27, 2020 Board Meeting. 

Item #3 – July 2019 Performance Report – CEO’s Operational Performance Measures 

Change description to read as follows: 

• The Board requested Management to report back on the aged receivables relating to arrears. 

Change to target dates: 

• TSC – Q2 2020 – April 2020. 
• Board – Q2 2020 – April 27, 2020. 

Item #4 – New Business: September 12, 2019  

Change in target dates: 

• GCHRC – Q2 2020 – April 2020. 
• Board – Q2 2020 – April 27, 2020. 

Item #6 – 2019 Business Plan 

• Change target date to GCHRC April 2020. 

Item 4 - Tenant Services Committee ("TSC") Chair's Report

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

Item 4A - OCHE 2019 Work Plan Performance Report, TCHC:2020-04

This item was deferred to the next Board Meeting. 

Item 4B - OCHE 2019 Annual Report, TCHC:2020-08

This item was deferred to the next Board Meeting. 

Item 4C - Pest Management Program, TCHC:2020-06

The Board had before it the above-captioned report (TCHC:2020-06) from the Chief Operating Officer.   

Ms. Penny and Mr. Grotsch answered questions raised by the Board.  Points of discussion were:  

• Increasing the number of treatments and implementing aggressive treatments; 
• High needs program in buildings that appear to have significant issues which provide deep dive treatment, unit by unit; 
• Providing education on unit conditions and pests; 
• Significance of tenant support; 
• Clarity on different areas in order to understand individuals that require more supports vs. one-off’s; 
• Identification of tenants who need support (preventative measure); 
• Environment Healthy Unit consisting of 14 licensed exterminators and some public health inspectors that have the same province offence capacity as provincial health inspector; and 
• Seniors Housing Unit and better grasp on configuration of unit. 

The Board requested that a report on pest management come to every TSC meeting and subsequently to the Board via the TSC Chair’s report. 

Motion carried 

ON MOTION DULY MADE by Mr. Macrae, seconded by Ms. Jackson and carried, the Board received the report for information and referred it back to TSC with direction that further reports regarding pest control management to the Committee address: 

1. The breakdown in statistical data as between Seniors, Family units; 
2. Analysis to identify whether the data indicates a growing problem or an enhanced response; 
3. The supports that are available to tenants experiencing chronic issues related to pest management; and 
4. Whether there are proactive measures that should be taken to address the matter; and 
5. The relationship that pest management issues have to food bank. 

Item 5 - Building Investment, Finance and Audit Committee ("BIFAC") Chair's Report

The Chair of the BIFAC provided a verbal update to the Board on the activity at BIFAC, which include: 

• Update on HoMES; 
• Report on ITS services; 
• False fire alarm issues; 
• Tenant’s First Update; 
• 2020 External Audit’s Work Plan; 
• BIFAC 2020 Work Plan; and 
• AC Replacement Program. 

Item 5A - AC Exchange Program Update, TCHC:2020-09

Deputation by Cheryl Duggan was received with respect to this item. 

The Board had before it the above-captioned report (TCHC:2020-09) from the Chief Operating Officer.   

Ms. Penny presented the report and the Board and Management discussed the report.  The following were among the issues discussed: 

• Building cooling centers: set up and operation of these centers; 
• Options of recycling of 6800 workable AC units (i.e. Habitat for Humanity etc.); 
• TCHC buildings not being configured for central AC in buildings; 
• Liability of recycling AC units; 
• ODSP to offset TCHC’s cost; 
• Analyzing lease language regarding installation of AC units in buildings; and 
• Window AC unit checks are part of TCHC’s regular building reviews conducted by supervisors. 

Motion carried 

ON MOTION DULY MADE by Mr. Macrae, seconded by Mr. Smith and carried, the Board received the report for information.  

Item 6 - Governance, Communications, Human Resources Committee (GCHRC) Chair's Report

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

Item 6A - Review of Board and Committee Charters, TCHC:2020-01

Deputations by Ismail Afrah and Miguel Avila were received with respect to this item. 

The Board had before it the above-captioned report (TCHC:2020-01) from the General Counsel & Corporate Secretary.   

The Board and Management briefly discussed the report and Mr. Meagher answered some questions raised by the Board.   

Motion carried 

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

1. approve the following Charter and Mandate documents: 
   1. Board Charter (Attachment 1);  
   2. Board Chair Mandate (Attachment 2);  
   3. Vice Chair Mandate (Attachment 3);  
   4. the Governance, Communications and Human Resources Committee (“GCHRC”) Charter (Attachment 4); and 
   5. Tenant Services Committee (“TSC”) Charter (Attachment 5).  

Item 6B - 2020 Board and Committee Meeting Schedule, TCHC:2020-02

Deputation by Cheryl Duggan was received with respect to this item. 

The Board had before it the above-captioned report (TCHC:2020-02) from the General Counsel & Corporate Secretary.   

The Board and Management discussed the report and concerns were raised on the duration of the last 3 Board meetings.  A suggestion was made to add more Board meetings in order reduce the length of each meeting. 

Motion carried 

ON MOTION DULY MADE by Mr. Macrae, seconded by Mr. Smith and carried, the Board of Directors unanimously approved the recommendations in this report.  

1. reserving July 30, 2020 for the purpose of a meeting of the Board of Directors, if required; and 
2. adding a meeting of the GCHRC on September 9, 2020 and by adding a meeting of the GCHRC prior to May 2020.  

Item 6C - Board Evaluation, TCHC:2020-03

Deputation by Miguel Avila was received with respect to this item. 

The Board had before it the above-captioned report (TCHC:2020-03) from the General Counsel & Corporate Secretary.   

Mr. Meagher answered questions raised by the Board and accepted feedback from the Board relating to Attachment #1 of the report.

Motion carried 

ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. Douglas and carried, the Board of Directors unanimously approved the recommendations in this report with the following amendments to Attachment #1. 

1. Continue to apply the approach previously adopted by the Board in order to evaluate the Board of Directors;  
2. The Board agreed to go with Attachment #2 (32 questions) as part of the evaluation process; and 
3. Direct the appropriate staff to take all necessary actions to implement recommendation 1. 

Amendments to Attachment #1: 

Addition of: 

The Board understands its relationship with the City of Toronto. 

Item 7A - 2019 Performance Report: TCHC Operational Performance Measures, TCHC:2020-05

The Board had before it the above-captioned report (TCHC:2020-05) from the Chief Operating Officer.   

Ms. Penny presented the report and focused on some metrix included the following: 

• Number of Crimes against property and persons have increased; 
• Number of Fire Incidents have decreased; 
• Rentable vacant unit rates have decreased; 
• Arrears have increased – paper problem vs. arrears problem; and 
• 500-600 elevators portfolio-wide. 

Ms. Penny answered questions raised by the Board.  Topics discussed included the following: 

• Difference between elevator call vs. elevator service request; 
• Robust elevator program; and 
• Installing camera’s in elevators in hopes of decreasing elevator service requests caused by tenant behavior. 

A suggestion was made by the Board for Management to look at the layout of Attachment #1 to the report and add a glossary to the chart. 

Motion carried 

ON MOTION DULY MADE by Mr. Campbell, seconded by Mr. Macrae and carried, the Board received the report for information.  

Item 7B - Corporate Restructuring Update, TCHC:2020-10

The Board had before it the above-captioned report (TCHC:2020-10) from the Chief Operating Officer.   

Ms. Penny presented a PowerPoint and some highlights included the following: 

• Transition Team Progress Report; 
• Transition Focus Area: 
  • Budget; 
  • People/Staffing;  
  • People/Labour; 
  • Understanding the Work; 
  • Measurement of Work; 
  • Logistics/Support; and 
• Timelines. 

Ms. Penny answered questions/concerns raised by the Board.  Subject matters discussed included the following: 

• Hub’s being rolled out in April 2020; 
• Detail on hubs (i.e. square footage, occupancy, hours of operation etc.); 
• Communication plan for community rollout (including council, elected reps and local councilors in hubs); 
• Diversity strategy in people/staffing area; 
• KPMG assisting with job description language to ensure its inclusive; and 
• Recruitment for senior diversity consultant in the next 2 weeks. 

The Board requested the breakdown of capital budget for 92 hubs offline and at next Board meeting. 

Motion carried 

ON MOTION DULY MADE by Mr. Macrae, seconded by Mr. Smith and carried, the Board received the report for information.  

Item 8 - 2020 Board Work Plan and Strategic Plan Discussion, TCHC:2020-07

The Board had before it the above-captioned report (TCHC:2020-07) from the General Counsel and Corporate Secretary.   

The Board and Management briefly discussed the report and points of discussion included the following: 

Concerns were raised that the Internal Audit plan wasn’t on the Board’s work plan. Management advised the Board that this is reviewed at the BIFAC level. The Board requested the BIFAC Chair to report to the Board on the Internal Audit function as part of the BIFAC Chair’s Report at her discretion. 

Motion carried 

ON MOTION DULY MADE by Mr. Smith, seconded by Ms. Jackson and carried, the Board received the report for information.  

Item 9 - Board Meeting Reconfiguration (Verbal)

Mr. Meagher provided the Board with an update on the above-noted subject matter.  Management appreciates the Board’s concerns relating to meeting space and met with Facilities Management and ITS to explore other options in making this space more efficient.  There are more discussions to be had and we will come back with report on options for the Board to consider. 

TERMINATION

The public meeting terminated at 12:06 p.m.