Board of Directors Meeting - February 23, 2012

Agenda

Revision #1 (revised on February 22, 2012)

Chair’s Poll re: Conflict of Interest

Confirmation of Toronto Community Housing Corporation Board of Directors Public Minutes – December 13, 2011

Business Arising from the Public Minutes and Board Action Item List

Approval of Agenda and Review of Agenda Order

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

For Approval:

1 – City of Toronto Auditor General’s Reports (together with management’s response) (reports not yet available)

2 – Five Year Capital Plan 2012-2016, BIC and CAAC

3 – Board Town Hall Meetings, TCSC

For Information:

4 – Correspondence to Board from City of Toronto – NONE RECEIVED

5 – Committee Public Minutes and Updates from Committee Chairs

1. Building and Investment Committee Minutes, BIC
   • November 28, 2011
2. Corporate Affairs and Audit Committee Minutes, CAAC
   • November 24, 2011
3. Corporate Governance Committee Minutes, CGC
   • September 30, 2011 (Amended)
   • November 28, 2011
4. Tenant and Community Services Committee Minutes, TCSC
   • November 24, 2011

For Approval:

6 – DRAFT Revisions to the Terms of Reference of the TCHC Corporate Affairs and Audit Committee (CAAC), GRHRC (New Item)

Minutes

The Board of Directors of the Toronto Community Housing Corporation met on February 23, 2012 in the Main Floor Conference Room, 931 Yonge Street, Toronto at 9:45 a.m.

Directors in Attendance:

Norman (Bud) Purves (Chair)

Munira Abukar

Zahir Bhaidani

Christian Buhagiar

Jason Gorel

Councillor Norm Kelly

Brian Kwan

Councillor Frances Nunziata

Councillor Cesar Palacio

Councillor John Parker

Catherine Wilkinson

Jennifer Wood

Audrey Wubbenhorst

Also present:

Len Koroneos, Chief Executive Officer (Interim) and Chief Financial Officer

Michelle Haney-Kileeg, General Manager, Office of the CEO

Deborah Simon, Chief Operating Officer

Paul Chisholm, General Manager, Access Housing Connections Inc.

Josie Scioli, Chief Executive Officer, Housing Services Inc.

A quorum being present, Mr. Norman (Bud) Purves, Chair, called the meeting to order, and Mrs. Janice Lewkoski served as recording secretary.

The Chair provided opening remarks, including an update on the City Executive Committee’s consideration of Toronto Community Housing’s proposal to sell 675 scattered houses. The Chair further reported that Toronto Community Housing will focus on:

• Fiscal Integrity
• Property Management Accountability
• Social Service Delivery
• Community Redevelopment

He noted that the Board is creating structures and reporting systems to strengthen governance and promote increased confidence in Toronto Community Housing.

Declaration of Conflict of Interest

The Chair requested members of the Board of Directors to indicate any agenda item in which they had a conflict of interest, together with the nature of the interest. None were declared.

Minutes – Confirmation of Board Minutes of Toronto Community Housing Corporation for December 13, 2011

The Board had before it the draft minutes for the December 13, 2011 public Board meeting.

The following person provided a verbal deputation in relation to the Report on Business Arising and Board Action Item List:

• Dan King

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Ms. Jennifer Wood and carried, the Board of Directors confirmed the above-captioned minutes as circulated.

Approval of Agenda And Review of Agenda Order

The Chair of the Governance, Risk and Human Resources Committee, Mr. Christian Buhagiar, requested the following item be added to the public agenda:

• Draft Revisions to the Terms of Reference of the TCHC Corporate Affairs and Audit Committee (CAAC)

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors resolved to add the new item to the agenda. The Board members waived notice of the new item.

ON MOTION DULY MADE by Mr. Brian Kwan, seconded by Mr. Jason Gorel and carried, the Board of Directors approved the agenda as amended.

The following public agenda items were held for discussion:

• Item 1 – City of Toronto Auditor General’s Reports (together with management’s response)
• Item 2 – Five Year Capital Plan 2012-2016
• Item 3 – Board Town Hall Meetings
• Item 5(d) – Tenant and Community Services Committee Public Minutes of November 24, 2011

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Munira Abukar and carried, the Board of Directors approved the items not held for discussion.

Deputations

The Chair polled for any deputations to be heard at the meeting and explained the deputation process noting that deputations would be heard when the agenda item arises. A list of people wishing to provide verbal deputations was received for the meeting.

Item 1 – City of Toronto Auditor General’s Reports (Together With Management’s Response)

The Board of Directors had before it the following reports from the City of Toronto Auditor General, copies of which were distributed to the Board just prior to the start of the meeting:

• Fleet Management – Lack of Central Oversight Has Led to Control Deficiencies
• The City and Toronto Community Housing Corporation Needs to Strengthen Its Oversight of Subsidiaries and Other Business Interests
• Review of Controls Over Procurement and Payment Functions at TCHC Subsidiary: Housing Services Inc.

The Chair introduced Jeffrey Griffiths, Auditor General, and Jerry Shaubel, Director, Auditor General’s Office, who gave a presentation on the 3 reports, highlighting the findings and key recommendations in each audit report.

Mr. Griffiths advised that the reports will be presented first to the City Executive Committee and then to City Council. A follow up audit will be conducted in 12 months.

The Chair thanked the Auditor General and his team for their reports and noted that the Board will review the reports in more detail.

In response to a question from the Board regarding Toronto Community Housing’s policies and procedures, Mr. Griffiths noted that Toronto Community Housing has done a lot of work developing its policies and procedures over the last 12 months but they should be reviewed on an ongoing basis.

In response to questions from the Board with respect to the findings in the fleet management report, Mr. Griffiths noted the lack of a formal contract between Toronto Community Housing and the vendor, ARI.

The Board and the Auditor General discussed the report related to Toronto Community Housing’s subsidiary companies.

Motion carried

ON MOTION DULY MADE by Mr. Jason Gorel, seconded by Mr. Christian Buhagiar and carried, the Board of Directors resolved to:

1. Direct the Internal Auditor to report back to the Board with financial statements for the period from 2007 to current of all subsidiary companies, joint ventures and other business interests.
2. Direct the Internal Auditor to determine which financial statements should be subject to an external financial audit and report back to the Board.
3. Direct the Internal Auditor to review all financial statements and analyze all transactions which appear to be unusual and report back to the Board.
4. Direct the Internal Auditor to determine under what authority the investments in Sparkle and Innoserv were made and report back to the Board.
5. Direct the Internal Auditor and management to report back on fleet management.

The Board further discussed the report related to Toronto Community Housing’s subsidiary companies and whether to review the contracts of Toronto Community Housing and its subsidiaries.

The Chair asked that the Corporate Affairs and Audit Committee bring forward a work plan and costs needed for review of the Auditor General’s findings.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Ms. Jennifer Wood and carried, the Board of Directors resolved to refer the following motion to the Corporate Affairs and Audit Committee to recommend that the Board:

1. request the Internal Auditor to review all major contracts awarded by Toronto Community Housing and its subsidiary companies in order to determine that contracts were awarded appropriately;
   1. the review to include an analysis of whether or not such contracts involve any conflicts of interest;
   2. the review to include material contracts since 2008; and
   3. the materiality of contracts be delegated to the Corporate Affairs and Audit Committee (CAAC) to determine and report back to the Board.

Councillor Frances Nunziata and Councillor Cesar Palacio voted against the referral motion.

The Chair adjourned the meeting at 11:09 a.m.

The meeting reconvened at 11:32 a.m.

Item 2 – Five Year Capital Plan 2012-2016, TCHC:2012-01

The Board of Directors had before it the above-captioned report (TCHC:2012-01) from the Corporate Affairs and Audit Committee and Building and Investment Committee.

In response to a question from the Board, Mr. Koroneos noted that there will be a base spend of $53M per year. Any carryovers will be due to timing of projects and the amounts will be nominal.

Mr. Koroneos distributed supplementary information to the Board providing detailed spending by building.

The Board discussed the proposed spending on energy programs listed in the report.

Motion carried

ON MOTION DULY MADE by Mr. Zahir Bhaidani, seconded by Mr. Jason Gorel and carried, the Board of Directors approved the recommendations in the report to:

1. Approve the five year rolling Capital Plan for 2012 to 2016 with the Capital Repair Budget in the amount of $271,725,000 over the five years and a 2012 budget of $51,400,000 for 2012 Energy Programs to be updated annually from 2013 to 2016.
2. Authorize the CEO or his designate to contract directly or with Housing Services Inc. for the work included in this 5 year rolling budget up to a maximum of $323,125,000 for Capital Repairs and the 2012 Energy Program.
3. Authorize the appropriate Toronto Community Housing officials to take the necessary action to give effect to the above recommendations to implement the 5 year capital budgets for the years 2012 to 2016.

Item 3 – Board Town Hall Meetings, TCHC:2012-02

The Board of Directors had before it the above-captioned report (TCHC:2012-02) from the Tenant and Community Services Committee.

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

• Susan Gapka

The Board discussed the report in relation to the following:

• expanding the areas of focus to include pest control;
• the structure of the presentations;
• the involvement of tenant Board members in the development of the report; and
• costs for the meetings.

Councillor Cesar Palacio, Tenant and Community Services Committee Chair, reported that the report had been discussed at the Committee’s January meeting with tenant Board members present.

The Board discussed the need to communicate the meeting dates to tenants and to gather feedback from tenants following the meetings.

Motion carried

ON MOTION DULY MADE by Councillor France Nunziata, seconded by Councillor Cesar Palacio and carried, the Board of Directors approved the “Board Town Hall Meetings” proposal.

Item 5 – Board of Director Committees Public Minutes, TCHC:2012-03

The Board of Directors had before it the above-captioned minutes (TCHC:2012-03) from the following Committees:

• Building and Investment Committee – November 28, 2011
• Corporate Affairs and Audit Committee – November 24, 2011
• Corporate Governance Committee – September 30, 2011 (Amended) and November 28, 2011
• Tenant and Community Services Committee – November 24, 2011

Motion carried

ON MOTION DULY MADE by Councillor France Nunziata, seconded by Ms. Munira Abukar and carried, the Board of Directors received the following Committee minutes for information:

• Building and Investment Committee – November 28, 2011
• Corporate Affairs and Audit Committee – November 24, 2011
• Corporate Governance Committee – September 30, 2011 (Amended) and November 28, 2011.

The Board discussed the Tenant and Community Services Committee minutes of November 24, 2011 and noted that the terms recorded in the minutes should reflect the concepts used in the legislation.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Ms. Audrey Wubbenhorst and carried, the Board of Directors received the Tenant and Community Services Committee minutes of November 24, 2011 for information.

Item 6 – Draft Revisions to the Terms of Reference of the TCHC Corporate Affairs and Audit Committee (CAAC)

The Board of Directors had before it the Draft Revisions to the Terms of Reference of the TCHC Corporate Affairs and Audit Committee (CAAC) from Mr. Christian Buhagiar, Chair of the Governance, Risk and Human Resources Committee.

Mr. Buhagiar and Mr. Jason Gorel, Chair of the Corporate Affairs and Audit Committee, presented the draft revisions.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Councillor Cesar Palacio and carried, the Board of Directors approved the revisions to the Corporate Affairs and Audit Committee terms of reference.

In Camera Proceedings

The public meeting was adjourned at 12:13 p.m. to allow the Board of Directors to meet “in camera” to consider items A, B, C, D, E, F, G, H, I, J, K, L, M, N, O, P, Q and R.

Termination

The meeting terminated at 3:44 p.m.