Board of Directors Meeting - July 27, 2017

Agenda

1. Chair's Remarks

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair

2. Consent agenda

Action: -

Pre-read: -

Presenter: Chair

2a. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

2b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

2c. Confirmation of Board of Directors’ Public Meeting Minutes of June 29, 2017.

Action: Approval

Pre-read: Minutes

Presenter: Chair

2d. Business Arising from the Public Meeting Minutes and Action Items Update of June 29, 2017.

Action: Information

Pre-read: Action item list

Presenter: Chair

2e. City and TCHC Staff - Strategic and Operational Meetings

Action: Information

Pre-read: TCHC:2017-42

Presenter: Interim President and CEO

3. Interim President and Chief Executive Officer’s remarks

Action: Information

Pre-read: Verbal report

Presenter: Interim President and CEO

3a. Monthly President’s Report

Action: Information

Pre-read: TCHC:2017-41 15 minutes

Presenter: Interim President and CEO

4. RSC Chair’s report

Action: Information

Pre-read: Verbal report 5 minute

Presenter: Chair, RSC

5. GCHRCC Chair’s report

Action: Information

Pre-read: Verbal report 5 minute

Presenter: Chair, GCHRCC

6. BIFAC Chair’s report

Action: Information

Pre-read: Verbal report 5 minute

Presenter: Chair, BIFAC

6a. Approval for Closure of Residential Units Policy

Action: Information

Pre-read: TCHC:2017-43 15 minutes

Presenter: -

6b. Investment Policy Statement

Action: Information

Pre-read: TCHC:2017-45 10 minutes

Presenter: -

7. Tenant’s First Update

Action: Information

Pre-read: Verbal Report 10 minutes

Presenter: Interim President and CEO

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation (TCHC) held a public meeting on July 27, 2017 at 9:48 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance:

Bud Purves (Chair)

Councillor Ana Bailão

Councillor Joe Cressy

Councillor Michael Ford

Vincent Gasparro

Linda Jackson

Joseph Kennedy

Colin Lynch

Pamela Taylor

Catherine Wilkinson

Directors Absent:

Robert Carlo (On Leave of Absence)

Councillor Frank Di Giorgio

Management present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Cathy Barker, Vice President, Human Resources

Rose-Ann Lee, Chief Financial Officer & Treasurer (Interim)

Ismail Ibrahim, Director of Compliance and Legal Counsel

Hugh Lawson, Director, Strategic Planning and Stakeholder Relations

Graham Leah, Vice President, Asset Management

Kevin Marshman, Interim President & Chief Executive Officer (CEO)

Ted Millward, Legal Counsel, Corporate

Sheila Penny, Vice President, Facilities Management

Wayne Tuck, Chief Operating Officer

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 provided the Board with the following highlights since the last Board meeting.

Pam McConnell

TCHC lost a strong supporter and great friend with the passing of Deputy Mayor Pam McConnell.

Deputy Mayor McConnell had deep empathy for TCHC tenants, and her passionate commitment to social justice and ending poverty touched the lives of many in our city.

She was a driving force behind the Regent Park revitalization, and the transformation of Regent Park into one of Toronto’s most vibrant and socially cohesive communities will be her greatest legacy. TCHC extends its deepest condolences to her family and to the communities she served.

CEO Search

Briefly on the search for a President and Chief Executive Officer: the search is continuing and progressing; however, there is no news to report.

Closed Session Updates

The Chair identified the following items that were addressed in the confidential session this morning.

The Chair advised the Board that Mr. Robert Carlo will be taking a leave of absence from the Board for personal reasons.

Fire Safety Program

• The Board heard a presentation on TCHC’s fire safety program. Board members were also introduced to former Ontario Fire Marshal Ted Wieclawek who assisted in developing the presentation.
• Management engaged Mr. Wieclawek in 2016 to provide his expertise in reviewing TCHC’s fire safety program, protocols and practices.
• Going forward, he will assist the Board in ensuring that TCHC meets or exceeds fire safety standards across all our buildings.

Rogers Communications Agreement

• The Board approved a new master access and marketing agreement with Rogers Communication Inc. for all buildings in TCHC’s portfolio.
• The new contract will generate higher revenues and help reduce operating costs for the organization.
• Under the new contract, tenants will continue to benefit from discounted products and services offered by Rogers, such as the Connected for Success low-cost internet package.

Public Session Updates

The Chair identified the following items to be discussed in the public session.

• Chair’s Reports. The Chairs of the Board committees will each provide a verbal report of their committee’s activities.

Building Investment, Finance and Audit Committee

• A policy on the closure of residential units. This new policy establishes that such closures shall only be considered as a last resort and that decisions to permanently close units must be approved by the Board of Directors. • Amendments to TCHC’s Investment Policy Statement, which guides the investment of our reserve funds. • The proposed changes reflect the advice of the Investment Advisory Committee and, if approved, will expand our ability to invest these funds to ensure a reasonable rate of return while continuing to prudently manage investment risk.

President’s Monthly Report

Mr. Marshman will present the President’s Monthly Report for May 2017, which describes how the company is doing in meeting its public commitments and organization priorities.

Lastly, Mr. Marshman will provide an update on the Tenant’s First Implementation Plan.

Deputations

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

Item 4 – RSC Chair’s Report (Deputed by Anita Dressler).

Consent Agenda Items

Item 2 – Approval of Consent Agenda Items

The agenda was approved with the following changes:

• Item 2A – Approval of Public Meeting Agenda;
• Item 2B – Chair’s Poll re: Conflict of Interest;
• Item 2C – Confirmation of Previous Board of Directors’ Public Meeting Minutes of June 29, 2017;and
• Item 2E – City and TCHC Staff – Strategic and Operational Meetings.

Item Held:

• Item 2D – Business Arising from Public Meeting Minutes and Action Items Update of June 29, 2017;

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Mr. Lynch and carried, the Board of Directors approved the consent agenda items as amended and those items not held for discussions (Items 2A, 2B, 2C and 2E).

Item 2A – Approval of Agenda and Review of Agenda Order

The agenda was approved as circulated.

Ms. Wilkinson requested to add an agenda item. In agreement with Ms. Wilkinson’s request, the Board requested Management to provide an update on the IT Strategy.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Mr. Lynch and carried, the Board of Directors approved the agenda.

Item 2B – 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 2C – Confirmation of Board of Directors’ Public Meeting Minutes of June 29, 2017

The Board of Directors had before it the draft Board minutes for June 29, 2017.

Motion carried

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

Action item: Management to report back on cost of additional staff for the proposed team to lead new TCHC work related to Tenants First implementation plan.

Item 2D – Business Arising from the Public Meeting Minutes and Action Items Update

Management answered questions raised by the Board on the following:

• TCHC:2017-40 – June 29, 2017 – City Sustainable Energy Plan (SEP) Financing – Change in Interest Plan

Management explained that the City changed the interest rate from 3% to 3.5% which is the reason for the interest rate change.

• January 26, 2017 – E-bike Policy

Management advised the Board that the reason for delay in this policy is due to infrastructure issues. However, Management is working on a solution on implementation of such in TCHC buildings without compromising infrastructure.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Mr. Lynch and carried, the Board of Directors received the report for information.

Item 2E – City and TCHC Staff – Strategic and Operational Meetings, TCHC:2017-42

The Board of Directors had before it the above-captioned report (TCHC:2017-42) from the Interim President and Chief Executive Officer.

Motion carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Mr. Lynch and carried, the Board of Directors received the report for information.

ITEM 3A – Monthly President’s Report, TCHC:2017-41

The Board had before it the above-captioned report (TCHC:2017-41) from the President & Chief Executive Officer (Interim).

Mr. Marshman highlighted the following results and key trends from the MPR for May 2017, including metrics relating to:

• Net income;
• Capital Repairs;
• Community Safety;
• Tenant Calls;
• Elevator Calls;
• Service Requests; and
• Vacancy Rates.

The Board identified concerns on parking enforcement staff and seniors in arrears, specifically seniors who have been in arrears over the 60 day mark. Mr. Marshman informed the Board that he is working with Ms. Summers on providing the Board with robust reporting and will ensure that it incorporates seniors who have been in arrears over 60 days.

Lastly, Mr. Marshman advised the Board that he is confident on the delivery of $250M in capital repairs work this year.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Lynch and carried, the Board of Directors received the report for information.

Action Items: Management to report back on:

• Analysis on elevator calls (i.e. elevator calls tagged to maintenance requests, stoppage etc.)
• Analysis on emergency calls and timing
• Implementation of arrears reduction strategy
• Confirmation as to whether new parking enforcement staff hires were accounted for in budget.

Item 4 – Resident Services Committee (RSC), Chair’s Report

Deputation by Anita Dressler was heard regarding unsafe communities.

The Chair of the RSC provided a verbal update to the Board on the activity at RSC, which met in July, including the following:

• Presentation from Ms. Angela Cooke (VP, RSC) on the vulnerability policy which was suggested that tenant involvement in planning occur early on in the process.
• Importance of tenants leading initiatives. Two (2) tenants presented on their own at the last RSC meeting and were challenged by other tenants on work.

Item 5 – 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, including discussions on the following:

• Board Evaluation which is scheduled to come to the Board in September.
• Board Conflict of Interest Policy.
• Corporate Donations to United Way.
• TCHC Annual General Meeting (“AGM”) – City is reviewing current TCHC AGM process.
• Whistleblower policy procedures which is scheduled to come to the Board.
• Corporate Scholarship policy and procedures which was confirmed is funded by third party entities.
• Organization of a Board strategy session which will be brought to September meeting.

Item 6 – 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. Mr. Lynch advised the Board that BIFAC met once since last Board meeting and discussions included the following:

• Debt management policy.
• RPEI.
• Investment policy statement.
• ReSet.

The last few meetings have been quick and efficient however, will be getting into longer meetings due to budget discussions.

Item 6A – Approval for Closure of Residential Units Policy, TCHC:2017-43

The Board of Directors had before it the above-captioned report (TCHC:2017-43) from the Director of Compliance & Legal Counsel.

Mr. Ibrahim presented the report and answered questions raised by the Board.

A brief discussion ensued and the Board requested the following wording be added to the policy:

• In the event there is a need to close a unit/units there be timely tenant communication of such closure(s).

Motion carried

ON MOTION DULY MADE by Mr. Lynch, seconded by Ms. Wilkinson and carried, the Board of Directors unanimously approved the recommendations in this report with the following amendment to the policy:

• To add the following wording:
  In the event there is a need to close a unit/units there be timely tenant communication of such closure(s).

Item 6B – Investment Policy Statement, TCHC:2017-45

The Board of Directors had before it the above-captioned report (TCHC:2017-45) from the Interim Chief Financial Officer & Treasurer.

The Board briefly discussed the report and requested that the following amendment be made to the New Investment Guidelines chart on page 2 of 4 of the report:

• Add Bond Sinking Funds and Long-term Reserves to ‘Purpose’ column under Group 2 category:

Categories	Purpose
Group 2	Captial Expenditures, Bond Sinking Funds and Long-term Reserves

Motion carried

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

1. Approve the Investment Policy Statement as found in Attachment 1 to this report with amendments; and
2. Authorize the appropriate staff to take all necessary action(s) and execute all documents to implement the Investment Policy Statement.

Item 7 – Tenant’s First Update, Verbal Report

Mr. Marshman provided the Board with a brief verbal update on the above-noted matter and advised the Board that a substantive update will come at next Board meeting.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Ms. Jackson and carried, the Board of Directors received the report for information.

TERMINATION

The public meeting terminated at 10:50 a.m.