Board of Directors Meeting - February 22, 2016

Agenda

1. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Public Meeting Agenda

Presenter: Chair

2. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Public Meeting Agenda and Conflict of Interest Policy

Presenter: Chair

3. Confirmation of Board of Directors’ Public Meeting Minutes of January 18, 2016

Action: Approval

Pre-read: Minutes

Presenter: Chair

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

Action: Information

Pre-read: Action Item List

Presenter: Chair

5. Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter:Chair

6. President and Chief Executive Officer’s (Interim) Remarks

Action: Information

Pre-read: Verbal Report

Presenter: President and Chief Executive Officer (Interim)

Report from Building Investment, Finance and Audit Committee (BIFAC):

7. BIFAC Chair’s Report

Action: Information

Pre-read: Verbal Report

Presenter: Chair, BIFAC

Reports from the Governance, Communication, Human Resources and Compensation Committee (GCHRCC):

8. GCHRCC Chair’s Report

Action: Information

Pre-read: Verbal Report

Presenter: Chair, GCHRCC

9. Board Procedures

Action: Approval

Pre-read: TCHC:2016-05

Presenter: Chair, GCHRCC

10. Amended Subsidiary and Joint Venture Governance Framework

Action: Approval

Pre-read: TCHC:2016-06

Presenter: Chair, GCHRCC

Reports from Management:

11. Mayor’s Task Force Final Report Update

Action: Approval

Pre-read: TCHC:2016-08

Presenter: Chair OR Director Strategic Planning & Stakeholder Relations

12. 2016 Performance Measures and Reporting

Action: Information

Pre-read: TCHC:2016-09

Presenter: Director Strategic Planning & Stakeholder Relations

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on February 22, 2016 at 11:22 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto. 

Directors in Attendance: 

Bud Purves (Chair) 

Councillor Ana Bailão 

Robert Carlo 

Councillor Joe Cressy (left at 12:31 p.m.) 

Councillor Frank Di Giorgio 

Vincent Gasparro 

Linda Jackson 

Colin Lynch 

Kevin Marshman 

Pamela Taylor 

Catherine Wilkinson 

Directors Absent: 

Councillor Raymond Cho 

Joseph Kennedy 

Management present: 

Marta Asturi, Legal Counsel & Assistant Corporate Secretary 

Simone Atungo, Vice President, Resident and Community Services (Interim) 

Cathy Barker, Vice President, Human Resources 

Leslie Gash, Acting Vice President, Development 

Jason Gorel, Chief Financial Officer & Treasurer 

Ismail Ibrahim, General Counsel & Corporate Secretary (Interim)  

Hugh Lawson, Director, Strategic Planning and Stakeholder  Relations 

Graham Leah, Vice President, Asset Management 

Bruce Malloch, Director, Strategic Communications 

Sheila Penny, Vice President, Facilities Management 

Sylvia Kobal, Senior Director, Strategic Procurement 

Greg Spearn, President & Chief Executive Officer (CEO) (Interim)/ Chief Development Officer 

Cynthia Summers, Commissioner of Housing Equity 

Michael Vear, Chief Internal Auditor 

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

Item 1 - Approval of Public Meeting Agenda and Review of Agenda Order

The public meeting agenda was approved with the following changes: 

• Item 11 – Mayor’s Task Force Final Report Update – Deferred recommendation #2 to the next Board meeting. 
• Item 12– 2016 Performance Measures and Reporting – Deferred to the next Board meeting. 

Motion carried 

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Jackson and carried, the Board of Directors approved the public meeting agenda as amended. 

Item 2 - 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 3 - Confirmation of Board of Directors' Public Meeting Minutes of January 18, 2016

The Board of Directors had before it the draft Board minutes for January 18, 2016. 

The Board requested Management to add to the action item list the request to formalize the role of TCHC’s Board of Directors in the Shareholder meeting process (Item 10 in the minutes, page 5 of 6). 

Motion carried 

ON MOTION DULY MADE by Mr. Marshman, seconded by Councillor Bailão and carried, the Board of Directors confirmed the above-captioned minutes. 

Item 4 - Business Arising from the Public Meeting Minutes and Action Items Update

Motion carried 

ON MOTION DULY MADE by Mr. Marshman, seconded by Mr. Gasparro and carried, the Board of Directors received the report for information and recommended Management to report back to the Board with a report on the status, timelines and rationale to dispose with old action items. 

Item 5 - Chair's Remarks

The Chair welcomed everyone to today’s Board meeting and requested that everyone pause a moment in memory of those who lost their lives and injured in the fire at 1315 Neilson Road on February 5, 2016.  

The fire emphasizes the importance of fire safety in all TCHC buildings which is why TCHC has a robust fire safety program and in turn, why regular fire safety systems and equipment inspections are performed in TCHC buildings to ensure they are in good working order. The Board Chair thanked staff who assisted in the response to the fire emergency and supported residents affected by the fire. 

During the closed session, the Board approved the construction budget and financing terms for Connect Condos, the market condominium being built as part of the Allenbury Gardens revitalization.  In addition, the Board created a subcommittee to oversee the selection process of the Vice Chair appointment.  Lastly, the Board approved the annual investment plan for TCHC`s internally restricted reserves as reviewed by the Investment Advisory Committee. 

The Board Chair further noted that Management, the Board and the City had a working session on February 12 regarding the Mayor’s Task Force Final Report (the `Report`).  Mr. Peter Wallace, City Manager, attended the first part of the meeting along with Deputy City Manager Giuliana Carbone, and described how the City Manager’s Office will lead a process to analyze the Report and develop an implementation plan for City Council’s approval this fall. In leading the process, the City will draw on TCHC`s technical expertise and insights, and consult with tenants and City Council.  It was extremely helpful for the Board to gain a better understanding of the Report as well as the City Manager’s process and timelines for analyzing the Report and developing recommendations for City Council.  

Deputations

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

Item 9 – Board Procedures (Deputed by Clive Williams) 

Item 11 – Mayor’s Task Force Final Report Update (Deputed by Ada MacDonald, Charlotte Jenei, Clive Williams, Miguel Avila, Susan Gapka, Leona and John Richard Davies) 

Item 12 – 2016 Performance Measures and Report (Deputed by Anita Dressler and Miguel Avila) 

Item 6 - Interim President and Chief Executive Officer's Remarks

Mr. Spearn highlighted activities that TCHC has performed in its communities and at City Hall since the last Board meeting on January 18, 2016, including updates on the following: 

• City of Toronto budget 
• Partnership events 
• Green Investment Fund 
• Task Force report update; and 
• Leslie Nymark. 

Lastly, Mr. Spearn provided an update on the 1315 Neilson Road fire and advised everyone that repair work continues to restore the areas of the fifth floor that were damaged in the fire.  Ten households returned home to their apartments on the west wing of fifth floor last Tuesday.  The east wing of the floor is blocked off while repair work continues to restore portions of the floor damaged in the fire and TCHC is working with these residents to ensure their housing needs are addressed until the construction is completed.  TCHC`s Community Safety Unit continues to maintain a 24/7 presence at the building. The Ontario Fire Marshal is still investigating the cause of the fire.  

Mr. Spearn expressed his gratitude towards the support provided by Mayor Tory, who was at the building late on the night of the fire and by TCHC`s Board Chair, Bud Purves, who was at the building the day after the fire.  Mr. Spearn also thanked Councillor Raymond Cho who was onsite multiple times over the weekend and led a meeting with residents at the building on February 9, 2016. 

Action item list – Management to report back to the Board on total cost of flood damage at 931 Yonge Street which occurred on Family Day. 

Item 7 - 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.

Item 8 - Governance, Communications, Human Resources and Compensation Committee (GCHRCC) Chair's Report

The Chair of the GCHRCC provided a verbal update to the Board on the activity at GCHRCC.  

Item 9 - Board Procedures, TCHC:2016-05
     
The Board of Directors had before it the above-captioned report (TCHC:2016-05) from the GCHRCC.   

The Board and Management discussed the above-mentioned report.  Ms. Taylor presented the report and requested feedback from the Board.  The Board was in agreement to meet on a monthly basis and to commence all future meetings at 8:30 a.m. 

Motion carried 

ON MOTION DULY MADE by Mr. Marshman, seconded by Mr. Lynch and carried, the Board of Directors unanimously approved the following recommendations in this report:  

1. TCHC adopt a monthly board meetings schedule; and 
2. TCHC transition to a paperless process for board, committee, and subsidiary meetings starting March 1, 2016. 

Action item list: Management to report back to the Board on cost of having all committee meetings available via live webcast. 

Item 10 - Amended Subsidiary and Joint Venture Governance Framework, TCHC:2016-06

The Board of Directors had before it the above-captioned report (TCHC:2016-06) from the GCHRCC.   

The Board and Management discussed the report with respect to the liability of directors and officers, and noted a report was forthcoming to the GCHRCC on the status of the current subsidiaries and joint ventures.     

Motion carried 

ON MOTION DULY MADE by Ms. Taylor, seconded by Ms. Wilkinson and carried, the Board of Directors unanimously approved the following recommendations in this report:  

1. approve the Amended Subsidiary and Joint Venture Governance Framework attached as Appendix 1 to this report; and 
2. forward the Amended Subsidiary and Joint Venture Governance Framework to the City Manager’s Office as recommended by the City of Toronto’s Auditor General. 

Item 11 - Mayor's Task Force Final Report Update, TCHC:2016-08

The Board had before it the above-captioned report (TCHC:2016-08) from the Director, Strategic Planning & Stakeholder Relations.   

The Board and Management briefly discussed the above-mentioned report and Mr. Lawson answered questions raised by the Board. 

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Marshman and carried, the Board of Directors unanimously approved recommendation #1: 

1. The updated approach to 2017 strategic and business planning as outlined in this report. 

Motion carried 

ON MOTION DULY MADE by Mr. Purves, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the deferral of recommendation #2 to the next Board meeting: 

2. The proposed approach to reporting to the Board on work related to the City of Toronto’s review of the Mayor’s Task Force Report: Transformative Change for TCHC: A report from the Mayor’s Task Force on Toronto Community Housing (“the Report”). 

Item 12 - 2016 Performance Measures and Reporting, TCHC:2016-09

This Item was deferred to the next Board meeting. 

TERMINATION 

The Board of Directors resolved to terminate the public meeting at 1:13 p.m.