Board of Directors Meeting - July 6, 2016

Agenda

1. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Public Meeting Agenda

Presenter: Chair

2. Confirmation of Board of Directors’ Public Meeting Minutes of May 27, 2016

Action: Approval

Pre-read: Minutes

Presenter: Chair

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

Action: Information

Pre-read: Action Item List

Presenter: Chair

4. Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

5. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

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

Action: Information

Pre-read: Verbal Report

Presenter: President and Chief Executive Officer (Interim)

Reports 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):

10. GCHRCC Chair’s Report

Action: Information

Pre-read: Verbal Report

Presenter: Chair, GCHRCC

11. Establishment of a Bid Award Subcommittee

Action: Approval

Pre-read: TCHC:2016-29

Presenter: Chair, GCHRCC

12. Establishment of an IT Subcommittee

Action: Approval

Pre-read: TCHC:2016-30

Presenter: Chair, GCHRCC

13. Policy Approval – Conflict of Interest Policy

Action: Approval

Pre-read: TCHC:2016-31

Presenter: Chair, GCHRCC

Reports from the Resident Services Committee (RSC):

14. RSC Chair’s Report

Action: Information

Pre-read: Verbal Report

Presenter: Chair, RSC

15. Update on RGI Calculations

Action: Information

Pre-read: TCHC:2016-34

Presenter: Chair, RSC

16. Q1-2016 Report on the Status of MLS Orders and Compliance

Action: Information

Pre-read: TCHC:2016-35

Presenter: Chair, RSC

Reports from Management:

17. Update to 2016 Corporate Work Plan

Action: Information

Pre-read: TCHC:2016-36

Presenter: Director Strategic Planning & Stakeholder Relations

18. Monthly President’s Report

Action: Information

Pre-read: TCHC:2016-37

Presenter: Interim President and Chief Executive Officer

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on July 6, 2016 at 10:38 a.m. in the Main Floor Conference Room at 931 Yonge Street, Toronto. 

Directors in Attendance: 

Bud Purves (Chair) 

Councillor Ana Bailão (left at 12:41 p.m.) 

Robert Carlo 

Councillor Joe Cressy (left at 12:03 p.m.) 

Councillor Frank Di Giorgio 

Vincent Gasparro 

Linda Jackson 

Joseph Kennedy 

Colin Lynch 

Kevin Marshman 

Pamela Taylor 

Catherine Wilkinson 

Directors Absent: 

Councillor Raymond Cho 

Management present: 

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

Cathy Barker, Vice President, Human Resources 

Leslie Gash, Chief Development Officer 

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

Ismail Ibrahim, Director, Compliance and Legal Counsel 

Hugh Lawson, Director, Strategic Planning and Stakeholder  Relations 

Graham Leah, Vice President, Asset Management 

Bruce Malloch, Director, Strategic Communications 

Ted Millward, Legal Counsel - Corporate 

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 Revised Agenda and Review of Agenda Order

The agenda was approved as circulated. 

Motion carried 

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Marshman and carried, the Board of Directors approved the agenda. 

Item 2 - Confirmation of Board of Directors' Public Meeting Minutes of May 27, 2016

The Board of Directors had before it the draft Board minutes for May 27, 2016. 

Motion carried 

ON MOTION DULY MADE by Councillor Cressy and seconded by Ms. Taylor and carried, the Board of Directors confirmed the above-captioned minutes with the following amendments: 

Page 4 of 6 – addition of the following: 

• 2016 ENERGY STAR Awards: Natural Resources Canada has named TCHC as one of the winners of the 2016 ENERGY STAR Awards. The award recognizes TCHC’s sustained excellence in offering its residents the most energy-efficient products and technology available on the market. Enbridge presented TCHC with a cheque in the amount of $635,000.00 at the April 27th Board Meeting as a result of energy savings, and it was suggested by Ms. Wilkinson that the money be used to assist tenants with energy costs.  

Item 3 - Business Arising from the Public Meeting Minutes and Action Items Update

Regarding the action item for TCHC:2016-05 – Board Procedures, Mr. Ibrahim indicated that the target date to implement live webcasting of all public Committee meetings is September 2016th.  

Motion carried 

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

Item 4 - Chair's Remarks

The Chair welcomed everyone to the meeting and indicated that members of the Responsible Personal Accessibility in Toronto Housing (“R-PATH”) committee were there to present an award to the Board recognizing support for accessibility at TCHC. 

The Chair identified the following items that were discussed and approved in the in-camera session: 

• President and CEO’s 2016 Performance Objectives.  Metrics for performance objectives that focus on customer service and improving quality of life for residents were approved; and 
• Management/Exempt Compensation Philosophy.  A job evaluation tool for management and exempt employees, excluding executives, was approved.  In addition, the Board approved a cost-of-living adjustment for non-executive management and exempt employees of 1.25%, which aligns with the City of Toronto.  The Board will be reviewing TCHC’s compensation philosophy for management and exempt employees, including executives, in the fall. 

The Chair identified the following items being discussed in the public session: 

Governance, Communications, Human Resources and Compensation Committee

• A recommendation to create a Board subcommittee of the Building Investment, Finance and Audit Committee to provide timely review and approvals of contract awards for capital repair and construction projects. 
• A recommendation to create a joint board-management subcommittee to oversee the implementation of TCHC’s refreshed IT Strategic Plan. 
• An update to TCHC’s Conflict of Interest Policy for employees. 

Resident Services Committee 

• An update on the administrative audit of the company’s processes for calculating rent for rent-geared-to-income households; and 
• Q1 2016 report on the status of MLS orders and the company’s compliance with these orders.

Item 5 - 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. 

Deputations

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

• Item 15 – Update on RGI Calculations (Deputed by Anita Dressler) 

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

Mr. Spearn highlighted activities TCHC has been engaged in throughout its communities since the last Board meeting on May 27, 2016, including the following: 

• Australian Delegation tour of TCHC revitalization communities 
• Regent Park Athletic Grounds event 
• Nike Canada volunteer day 
• Urban agriculture pilot at the Gordonridge community 
• United Way – Michael Vear will lead TCHC’s campaign this year 
• Rookie League –in partnership with Jay’s Care, 1200 kids will have an opportunity to play baseball 
• YouthWorx – summer job program 

Fire Safety Awareness Week

About 90 separate activities with tenants and staff took place during TCHC’s fire safety awareness week activities with Toronto Fire Services from June 5 to 9. Toronto Fire visited more than 60 buildings and connected with residents through door-to-door-outreach, presentations and displays. Instructors from Toronto Fire (“TFS”) and the Office of Emergency Management (“OEM”) led four refresher training sessions for nearly 600 staff at the Toronto Fire Academy. TCHC plans to incorporate the TFS and OEM in fire safety initiatives on an annual basis.   

Partnership with Toronto Police Service (“TPS”)

TCHC’s is working to strengthen TCHC’s strategic relationship with TPS, with the support of TPS Chief Mark Saunders. Last week, Mr. Spearn and Wayne Tuck, TCHC Chief Operating Officer, met with and Deputy Mayor Vincent Crisanti, to discuss how TCHC can increase the capabilities of TCHC’s security cameras to benefit TCHC’s residents by assisting in police investigations.  

In addition, TCHC continues to discuss with TPS how to strengthen communications/information sharing between the two organizations.  TCHC has put forth a business case to increase the number of CSU staff designated as special constables. This will give all CSU officers in the field additional authority, enhancing collaboration with the goal of providing better service to tenants. 

R-PATH Committee

Mr. Spearn advised that the R-PATH committee will present an award to the Board of Directors for their support of accessibility at TCHC. Established in May 2013, the R-PATH committee works with TCHC to help remove housing design barriers and provides invaluable advice on solutions to issues that affect the quality of life of persons with physical disabilities in all TCHC’s communities.  

The R-PATH presented the award to the Board and a photographer took pictures of the R-PATH committee members and the Board of Directors.

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, including discussions on the following: 

• Bid Award Subcommittee – BIFAC has a large mandate therefore this subcommittee will alleviate the workload on the BIFAC enabling it to focus on other issues; 
• IT Subcommittee – designing and implementing IT strategy; 
• OCHE committee reporting relationship; 
• Chief Internal Auditor work plan – discussion to be continued at July 21, 2016 BIFAC meeting; 
• Bonds issued by the corporation – will be reviewed at July 21, 2016 BIFAC meeting and appoint a subcommittee to review; and 
• ReSet – discussion to be continued at July 21, 2016 BIFAC meeting. 

The Board enquired with the BIFAC Chair regarding the status of the ReSet program, and a discussion ensued regarding both the need for the work in pilot communities, and the budgetary constraints on TCHC and funding uncertainty for the projects. The Board identified that an overall financing strategy needs to be considered for TCHC, rather than a piecemeal approach. The BIFAC Chair indicated that these considerations are the reason why the BIFAC requested that more detail on financing options for ReSet be brought back to the Committee.  

Item 10 - 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 the following:  

• Review of the compensation philosophy to be undertaken in the fall; 
• Continued review of TCHC subsidiaries and work to rationalize them; and 
• Adoption of a new job evaluation scheme which provides greater clarity for staff and applicants. 

Item 11 - Establishment of a Bid Award Subcommittee, TCHC:2016-29

The Board of Directors had before it the above-captioned report (TCHC:2016-29) from the GCHRCC Chair.   

Ms. Taylor presented the report, and indicated the intention of the BAS is to enable the BIFAC to have sufficient time to address other substantive issues within its mandate.  She provided an overview of the composition and mandate of the BAS, as described in the report.  

Ms. Taylor provided that the current practice of posting the proposed awards to the Board portal will continue and that it provides all Board members with the opportunity to review the contracts considered by the BAS.  

Ms. Taylor noted a required amendment to Attachment 1 of the report for inclusion in the motion.   

Motion carried 

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

1. Changes to Attachment 1 – Responsibilities (last bullet) 
   The Committee fulfills its purpose by: 
   • Reviewing and recommending to the BIFAC and/or the Board for its approval contract awards related to capital projects that are: 
     • above $5,000,000; 
     • sole sourced (within the mandate of BIFAC or the Board); and or 
     • non-budgeted items (within the mandate of BIFAC or the Board).
2. Authorize the GCHRCC to appoint members of the Board to the BAS. 

Item 12 - Establishment of an IT Subcommittee, TCHC:2016-30

The Board of Directors had before it the above-captioned report (TCHC:2016-30) which was presented by the GCHRCC Chair.  The Board and Management briefly discussed the report. Ms. Taylor noted a required amendment to Attachment 1 of the report for inclusion in the motion.   

Motion carried 

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

Changes to Attachment 1 – Responsibilities (last bullet) 

The Committee fulfills its purpose by: 

• Reviewing and recommending to the BIFAC and/or the Board for its approval contract awards related to IT projects that are: 
  • above $1,000,000; 
  • sole sourced (within the mandate of BIFAC or the Board); and or 
  • non-budgeted items (within the mandate of BIFAC or the Board). 

Item 13 - Policy Review – Conflict of Interest Policy, TCHC:2016-31

The Board of Directors had before it the above-captioned report (TCHC:2016-31) from the GCHRCC Chair.   

Ms. Taylor clarified that the revised policy puts an onus on the employee to make a declaration of a potential conflict, and noted the revised policy provides clarity regarding what needs to be declared.  

Management noted that while the General Counsel makes determinations regarding conflicts, Internal Audit will audit the application of the policy.  

Management clarified that the Gift Distribution for Residents Procedure (Interim) referenced in the policy applies to the distribution of gifts from corporate and community partners and vendors which are intended for the use of Toronto Community Housing residents. Management will circulate the procedure offline to members of the RSC, per the Board’s request.  

Motion carried 

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

Action Item: Circulate the Gift Distribution for Residents Procedure (Interim) offline to the Resident Services Committee. 

Item 14 - Resident Services Committee (RSC) Chair's Report

The Chair of the RSC provided a verbal update to the Board on the work of the RSC, with the key work items being the following: 

• Customer service strategy;  
• Resident engagement; 
• Tenant Board member selection process; and 
• Resident Charter draft.  

Ms. Jackson advised that two items from the May 30th meeting were being brought to the Board for information, namely: the Update on RGI Calculations, and the Q16 2016 Report on the Status of MLS Orders and Compliance.  

Item 15 - Update on RGI Calculations, TCHC:2016-34

Ms. Jackson presented the report and Management answered questions raised by the Board of Directors. Issues raised by the Board included the following: 

• Complexity of the RGI calculation process; 
• Amount of information required to collect from tenants; 
• The need to move from one-size fits all calculation process; 
• Conversion of the manual process to an electronic process; 
• Complexity of the audit process;  
• Monthly and not quarterly repayments to overcharged tenants; and 
• Need for a continued reduction in the error rate. 

Management advised the Board that an evaluation by the City of Toronto and the province is in progress relating to the RGI calculation process and its potential simplification.  

Management will report back to the RSC with information and recommendations related to simplifying the RGI process and regarding the implementation an IT tool to assist with the RGI process.  

The Board reiterated the importance of a communication strategy to keep tenants apprised of the work being done pertaining to this matter.   

Motion carried 

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

Action Item: Management to report back to the RSC with: 

-Information and recommendations related to simplifying the RGI process 

-An update on a potential IT tool to assist with the RGI process  

Item 16 - Q1-2016 Report on Status of MLS Orders and Compliance, TCHC:2016-35

Ms. Jackson presented the report and indicated that the trend is that there is a decrease in orders and prosecutions and said this was a credit to staff.  

The Board enquired whether these reports would continue to be brought in the public session at the RSC.  Ms. Jackson confirmed the intent is to make these reports public going forward.  

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 17 - Update to 2016 Corporate Work Plan, TCHC:2016-36

The Board had before it the above-captioned report (TCHC:2016-36) from the Director, Strategic Planning & Stakeholder Relations.   

Mr. Lawson explained that the report was a mid-year update that reflects Management’s work, in keeping with the Board’s request early in the year, to scale back the number of projects on the Work Plan. 

The Board enquired whether cost was assessed when prioritizing projects. Management confirmed that cost was considered at a high level, and in the form of staff time in particular.  

The Board asked about the following projects: 

Project 1 - Arrears Collection Pilot 

The Board asked whether there are plans to end the pilot. Management confirmed that the pilot continues, and that staff training is ongoing but has been impacted by other training needs.  

Project 53- Harm Reduction 

The Board commented that this project had not been discussed at RSC, and that TCHC should leverage the expertise of service providers.  Management clarified that the project involved ensuring TCHC incorporates the principles of its partner agencies who do work on site at TCHC buildings.  

Project 75 – Community Economic Development 

The Board enquired why social procurement was listed under “hold”. Management responded that the City did not provide the funding requested as part of the $13.7m ask that was to be allocated for this project, but that work on a social procurement policy continues.  

Motion carried 

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

Item 18 - Monthly President's Report, TCHC:2016-37

The Board had before it the above-captioned report (TCHC:2016-37) from the President & Chief Executive Officer (Interim).   

Mr. Spearn presented the report and stated that the Monthly President’s Report (‘MPR’) will replace the Quarterly Performance Report including additional requested items such as: additional financial metrics, variance from last reported, year-over-year comparison, year-to-date trends, graphic illustration of trends, etc. 

The Board commented on the number of vacant units reported and the concern that this represents lost revenue.  A request was made that Management come back in September with on report on the breakdown of vacant units by type and an action plan on vacant units. 

The Board requested the following additions to the Financial Summary component of the MPR: 

• “free cash flow”; 
• “net working capital”; 
• “current ratio”;   
• “quick ratio”;  
• variances on the capital items, including the variance on development and base building items; and 
• the previous year’s cash and liquidity figures (so that seasonality can be assessed).  

The Board commented that TCHC is favorable to budget. The Board emphasised the need to understand why TCHC may be favorable to budget to know what work is not being done, and the seasonality of cash flows. 

There was a discussion regarding tenant arrears that included the following: 

• The need to track and report on defaults on repayment agreements. Management responded that the current IT system does not have this tracking capability.  
• An arrears management plan and a time cut-off point for when tenants with arrears are taken to the LTB.  Management advised that arrears are tenant specific, and the varied circumstances do not lend themselves to a one size fits all approach.  
• Reporting that more clearly indicates whether progress is being made regarding arrears.  The Board suggested categorizing arrears into types, and applying the appropriate solution by category.   
• Better rationalization of arrears collection and repayment agreements, and how arrears move from TCHC to OCHE and the LTB.   
• The need for OCHE and TCHC to work collaboratively on arrears, and to clarify referral times to OCHE.  

The Board requested in future that instead of a verbal report summarizing the key variances and trends that Mr. Spearn provide this summary in the form of a written report with the MPR.  

Motion carried 

ON MOTION DULY MADE by Councillor Bailão, seconded by Ms. Wilkinson and carried, the Board of Directors received the report for information. 

Second Motion Carried 

ON MOTION DULY MADE Councillor Bailão, seconded by Ms. Wilkinson and carried, the Board of Directors approved the following proposed recommendation: 

Management to report back to the Board in September with a breakdown of vacant units by type and an action plan on vacant units. 

TERMINATION 

The public meeting terminated at 12:56 p.m.