Board of Directors Meeting - June 19, 2013

Agenda

1. Chair’s Remarks

Action: Information

Pre-read: -

Presenter: Chair, Board of Directors

2. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

3. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda

Presenter: All

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

Action: Approval

Pre-read: Agenda

Presenter: All

5. President and CEO’s Remarks

Action: Information

Pre-read: -

Presenter: President and CEO

6. Confirmation of Public Meeting Minutes of April 29, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

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

Action: Discussion

Pre-read: Action Item List

Presenter: All

External Reports

8. Ombudsman Report

Action: Approval

Pre-read: Ombudsman Report dated May 2013

Presenter: Fiona Crean, Ombudsman

Reports from Management

9. 2013-2015 Strategic Plan

Action: Approval

Pre-read: TCHC:2013-36

Presenter: Director, Strategic Planning & Stakeholder Relations

Reports from Corporate Affairs and Audit Committee

10. Corporate Affairs and Audit Committee Chair’s Report

Action: Information

Pre-read: Verbal

Presenter: Chair, CAAC

11. 2013 Operating & Capital Plan (Final)

Action: Approval

Pre-read: Report not yet available

Presenter: Chair, CAAC and Chair, BIC

Reports from the Building and Investment Committee

12. Building and Investment Committee Chair’s Report

Action: Information

Pre-read: Verbal

Presenter: Chair, BIC

13. Regent Park: Block 22 Rental - Gateway 2 Construction Authorization

Action: Approval

Pre-read: TCHC:2013-37

Presenter: Chair, BIC

Reports from the Governance, Risk and Human Resources Committee

14. Governance, Risk and Human Resources Committee Chair’s Report

Action: Information

Pre-read: Verbal

Presenter: Chair, GRHRC

15. Registering Lobbyists

Action: Approval

Pre-read: TCHC:2013-38

Presenter: Chair, GRHRC

16. AGM Protocol and Proxy Appointment for Toronto Community Housing’s Wholly-Owned Subsidiaries

Action: Approval

Pre-read: TCHC:2013-39

Presenter: Chair, GRHRC

17. Amendments to Committee Terms of Reference: GRHRC

Action: Approval

Pre-read: TCHC:2013-40

Presenter: Chair, GRHRC

18. Officer Appointments and Senior Management Changes

Action: Approval

Pre-read: Report not yet available

Presenter: Chair, GRHRC

Reports from the Resident Services Committee

19. Resident Services Committee Chair’s Report

Action: Information

Pre-read: Verbal

Presenter: Chair, RSC

Reports from Subsidiary Board Chairs

20. Access Housing Connections Inc. Chair’s Report

Action: Information

Pre-read: Verbal

Presenter: Chair, AHCI

21. Housing Services Inc. Chair’s Report

Action: Information

Pre-read: Verbal

Presenter: Chair, hsi

22. Other Business

Action: Discussion

Pre-read: -

Presenter: All

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation met on Wednesday, June 19, 2013 at 6:05 p.m. in the 2nd Floor Recreation Room at 341 Bloor Street West, Toronto.

Directors in Attendance:

Norman (Bud) Purves (Chair)

Munira Abukar

Councillor Maria Augimeri

Councillor Ana Bailão

Zahir Bhaidani

Christian Buhagiar

Brian Kwan

Karen Newman

Councillor Frances Nunziata

Councillor Cesar Palacio

Catherine Wilkinson

Jennifer Wood

Audrey Wubbenhorst

Also present:

Eugene E. Jones Jr., President and Chief Executive Officer

Paul Chisholm, General Manager, Access Housing Connections Inc.

Michelle Haney-Kileeg, Vice President, Resident and Community Services

Jason Gorel, Chief Financial Officer

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Graham Leah, Vice President, Facilities Management (Interim)

Anand Maharaj, Vice President, Human Resources

Bruce Malloch, Director, Strategic Communications

Liz Reid, Vice President, Information Technology

Greg Spearn, Chief Development Officer

Michael Vear, Chief Internal Auditor

Michelle Wong, General Counsel and Corporate Secretary

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

Item 1 – Chair's Remarks

The Chair provided his opening remarks, commenting on the Ombudsman’s Report and the corporation’s commitment to implementing the Ombudsman’s recommendations.

The Chair polled the audience for deputations and explained the deputation process.

Item 2 – Approval of Agenda and Review of Agenda Order

All items on the public agenda were held for discussion, except for:

• Item 6: Confirmation of Public Meeting Minutes of April 29, 2013
• Item 7: Business Arising from the Public Meeting Minutes and Action Items Update
• Item 13: Regent Park: Block 22 Rental – Gateway 2 Construction Authorization
• Item 16: AGM Protocol and Proxy Appointment for Toronto Community Housing’s Wholly-Owned Subsidiaries
• Item 17: Amendments to Committee Terms of Reference: GRHRC

Motion carried

ON MOTION DULY MADE by Ms. Audrey Wubbenhorst, seconded by Councillor Maria Augimeri and carried, the Board of Directors approved the agenda items not held for discussion.

Item 3 – 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 for the agenda items.

Item 5 – President and CEO’s Remarks

The President & CEO provided his remarks, emphasizing the corporation’s goal of becoming a landlord of excellence and how the strategic plan, as well as the operating and capital budgets, will achieve this goal.

The President & CEO committed to bringing issues to the Board as they arise.

Motion carried

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Councillor Ana Bailão and carried, the Board of Directors received the President & CEO’s verbal report for information.

Item 6 – Confirmation of Board Minutes of Toronto Housing Corporation for April 29, 2013

The Board had before it the draft minutes for the April 29, 2013 public Board of Directors meeting.

Motion carried

ON MOTION DULY MADE by Ms. Audrey Wubbenhorst, seconded by Councillor Maria Augimeri and carried, the Board of Directors confirmed the April 29, 2013 Board of Directors’ public meeting minutes.

Item 7 – Business Arising from the Public Board Meeting Minutes and Action Items Update, Action Item List

The Board of Directors received the Business Arising from the Public Board Meeting Minutes and Action Items List.

Item 8 – Ombudsman Report, Report dated May 2013 and TCHC:2013-43

The Board of Directors had before it a report from the Ombudsman titled An Investigation into Toronto Community Housing Corporation’s Eviction of Seniors on the Basis of Rent Arrears dated May 2013 and a report from the President & CEO (TCHC:2013-43).

The Ombudsman, Fiona Crean, presented her report, providing examples of the issues found in her investigation. The Ombudsman noted that Toronto Community Housing Corporation’s policies are good; the issues arise from lack of implementation and documentation.

Written submissions were received from the following individuals in relation to this item:

• Councillor Paula Fletcher
• Miguel Avila
• Pesha McKendry
• Doris Power

The following individuals provided verbal deputations in relation to this item:

• Miguel Avila
• Susan Gapka
• Pesha McKendry
• Nina Hall
• Bonnie Booth
• Dan King
• Silvina Hollingsworth
• Doris Power
• Beverley Smith

On behalf of the Board, the Chair thanked the speakers for their deputations.

The President & CEO addressed the Board, noting his commitment to implementing the Ombudsman’s recommendations and confirming that the recommendations in his report incorporate the recommendations of the Ombudsman and City Council.

The Board requested that recommendation #8 be amended to read “…TCHC staff work with agencies and the residents themselves to help residents prepare for the change in income which will result in a rental increase;”.

The Board and Management discussed the differences in language used in the management report recommendations from that used by City Council. Management advised that the management report recommendations are consistent with City Council’s recommendations; some changes to the language were needed in order to allow for implementation.

The Board asked questions of the Ombudsman related to her notes in her report regarding meetings with legal clinics and direct access to revenue information.

The Board discussed amending the recommendations to direct the President & CEO to hold meetings with legal clinics.

Motion carried

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Mr. Christian Buhagiar and unanimously carried, the Board of Directors unanimously resolved to:

1. adopt the recommendations contained in the Ombudsman’s Report of May 2013 titled “Housing at Risk: An Investigation into the Toronto Community Housing Corporation’s Eviction of Seniors on the Basis of Rental Arrears” (the “Ombudsman Report”);
2. direct the President and Chief Executive Officer to implement the recommendations contained in the Ombudsman Report;
3. direct the President and Chief Executive Officer to implement the outstanding Lesage Report recommendations discussed in the Ombudsman’s Report and as agreed to by the TCHC Board of Directors;
4. direct the President and Chief Executive Officer to report to the Board and Board Chair, in accordance with the time commitments in recommendation 5, on a plan to establish immediately an independent office of the Commissioner of Housing Equity, as recommended in the Lesage Report, and to seek Board direction and approval for the selection and appointment of a Commissioner of Housing Equity;
5. direct the President and Chief Executive Officer to report (a) to the Board Chair on the status of the implementation of the recommendations contained in the Ombudsman Report and the Lesage Report on a monthly basis, and (b) to the Board at its regular meetings;
6. direct the Board Chair to report on the Board’s behalf to City Council on the progress of implementation of the recommendations contained in the Ombudsman Report and the Lesage report on a quarterly basis;
7. direct the President and Chief Executive Officer to advise the Ombudsman until March 2014 when senior tenants are facing eviction as a result of rent arrears prior to eviction so that the Ombudsman may continue to monitor the process;
8. direct the President and Chief Executive Officer to ensure that during the year before residents turn 65 years of age TCHC staff work with agencies and the residents themselves to help residents prepare for the change in income which will result in a rental increase;
9. direct the President and Chief Executive Officer to report to the Board on a quarterly basis on the number of seniors that are in arrears and on a proposal to implement a payment plan;
10. direct the President and Chief Executive Officer to ensure that any reports prepared with respect to evictions and compliance with Eviction Prevention policies and guidelines include a specific breakdown of compliance by in-house vs. private contracted services;
11. direct the President and Chief Executive Officer to work with the City’s federal counterparts to create a mechanism, education program, support or referral system to ensure that tenants who are in rental arrears, and where possible other senior tenants, are given the guidance or referrals to ensure they are receiving their maximum federal financial entitlement, including Canadian Pension Plan, Old Age Security, Guaranteed Income Supplement, Foreign Pension Income, Veterans Pension and Allowance, and Survivors Disability Benefits; and
12. that the CEO, in his quarterly reports, report to the Board on any meetings with legal clinics.

Item 9 – Strategic Plan 2013-2015, TCHC:2013-36

The Board of Directors had before it the above-captioned report (TCHC:2013-36) from the President & CEO.

The President & CEO presented his report.

The Board requested that when items are brought to the Board and its Committees, Management indicate how the item is linked to the strategic plan.

The Board and Management discussed the following:

• the strategy responsibilities and budget chart;
• the need to work with agencies to support residents with mental illness; and
• the risks to not achieving the strategic plan and minimizing those risks.

The following individuals provided verbal deputations in relation to this item:

• Nina Hall
• Jim Jacobs
• Miguel Avila

A written submission was received from the following individual in relation to this item:

• Miguel Avila

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Catherine Wilkinson and carried, the Board of Directors unanimously resolved to approve the draft Strategic Plan 2013 – 2015 and forward a copy of the plan to the shareholder, the City of Toronto, as required in the Shareholder Direction.

Item 10 – Corporate Affairs and Audit Committee Chair’s Report, Verbal

The Chair of the Corporate Affairs and Audit Committee provided the Board of Directors with an update on the Committee’s most recent meetings, highlighting:

• The Committee received the following reports at its June 7, 2013 meeting:
  • Implementation of Auditor General’s 2010 and 2012 Audit Recommendations
  • Chief Internal Auditor’s 2012 Annual Report, including information on the Corporation’s collection of retro payments and the Committee directed the Chief Financial Officer and Chief Internal Auditor to report back on this matter.
  • Internal Audit: 2013 Workplans Status Update
  • Direct Award Contracts – Q1 2013
  • Coordination of TCHC Operations with the City of Toronto for Cost Savings

The Committee also met with the Building and Investment Committee and provided further comments to the Chief Financial Officer on the draft 2013 Operating & Capital Plans. The report submitted to the Board reflects the directions and discussion arrived at the Committee levels.

Motion carried

ON MOTION DULY MADE by Mr. Zahir Bhaidani, seconded by Mr. Brian Kwan and carried, the Board of Directors received the Corporate Affairs and Audit Committee Chair’s verbal report for information.

Item 11 – 2013 Operating & Capital Plan (Final), TCHC:2013-42

The Board of Directors had before it the above-captioned report (TCHC:2013-42) from the Corporate Affairs and Audit Committee.

The Chair of the Corporate Affairs and Audit Committee introduced the report and presented the 2013 Operating Budget.

The Chair of the Building and Investment Committee presented the 2013 Capital Budget.

The Board and Management discussed the following:

• the distinction between capital and operating expenses;
• property taxes;
• the State of Good Repair Fund;
• accessibility upgrades;
• funding for youth; and
• participatory budgeting.

The Board requested a briefing on Participatory Budgeting.

Motion carried

ON MOTION DULY MADE by Mr. Zahir Bhaidani, seconded by Mr. Brian Kwan and carried, the Board of Directors unanimously approved:

1. the 2013 Operating Budget (final) as presented on slide 8 of Attachment 1; and
2. the 2013 Capital Budget (Final) as presented on slide 10 of Attachment 1.

Item 13 – Regent Park: Block 22 Rental - Gateway 2 Construction Authorization, TCHC:2013-37

The Board of Directors had before it the above-captioned report (TCHC:2013-37) from the Building and Investment Committee.

Motion carried

ON MOTION DULY MADE by Ms. Audrey Wubbenhorst, seconded by Councillor Maria Augimeri and carried, the Board of Directors unanimously resolved to:

1. Approve the total project budget for the proposed Regent Park Block 22 project at $32,409,579 (“Capital Budget”) as outlined in this report. Gateway 2 Construction Authority will provide the necessary budget for the project to progress into construction and through to building occupancy. This includes $2,303,630 already approved soft costs.
2. Authorize the President and CEO or his designate to take the necessary action, incur capital commitments, and execute any and all documents as may be necessary in connection with the continued development and construction of the Block 22 project as set out in the Capital Budget. Such commitments shall be made in accordance with the contractual arrangements between Toronto Community Housing Corporation and the Daniels Corporation and shall include, but not be limited to, additional consulting contracts, construction trade contracts, and other ancillary contracts and permits required to give effect to the above recommendation.
3. Authorize the President and CEO or his designate to approve all change purchase orders and contract amendments at an amount less than 10% of the original budget amount.
4. Authorize the President and CEO or his designate to approve additional change orders or contract amendments for removal of contaminated soil up to $2,000,000, where such expenditure has a net zero impact on the project budget, with these expenditures fully refundable from the Province of Ontario.

Item 15 – Registering Lobbyists, TCHC:2013-38

The Board of Directors had before it the above-captioned report (TCHC:2013-38) from the Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Munira Abukar and carried, the Board of Directors unanimously approved:

1. the creation of a Lobbyist Registry based on the approach recommended in the Bellamy Report;
2. that the Lobbyist Registry requirements apply to lobbyists meeting with any staff or Board members; and
3. authorize the President and CEO (or his designate) to take all actions and execute all necessary documents, on behalf of Toronto Community Housing, to implement the above recommendation.

Item 16 – AGM Protocol and Proxy Appointment for Toronto Community Housing’s Wholly-Owned Subsidiaries, TCHC:2013-39

The Board of Directors had before it the above-captioned report (TCHC:2013-39) from the Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Ms. Audrey Wubbenhorst, seconded by Councillor Maria Augimeri and carried, the Board of Directors unanimously resolved to:

1. as sole shareholder, recommend convening an Annual Meeting of the Shareholder to consider all necessary matters for the following wholly-owned subsidiaries:
   1. 2001064 Ontario Inc.
   2. Access Housing Connections Inc.
   3. Allenbury Gardens Development Corporation
   4. Don Mount Court Development Corporation
   5. Housing Services Inc.
   6. Railway Lands Development Corporation
   7. Regent Park Development Corporation
   8. Toronto Affordable Housing Fund
   9. Toronto Community Housing Enterprises Inc.;
2. for wholly-owned subsidiaries that require holding an annual meeting, appoint the TCHC President and CEO in the form attached as Appendix 1 to act as proxy for the sole Shareholder, Toronto Community Housing Corporation, with all rights, at the Annual Meeting of the Shareholder of the wholly-owned subsidiaries and vote as follows:
   1. receive the subsidiary’s financial statements for the fiscal year end of December 31, 2012;
   2. appoint PricewaterhouseCoopers LLP, Chartered Accountants, as the auditor for the wholly-owned subsidiaries for the 2013 fiscal year; and
   3. approve such other matters that may properly come before the annual shareholders’ meeting, including the appointment and removal of directors;
3. for wholly-owned subsidiaries that permit written resolutions in lieu of holding a shareholder’s meeting, authorize the TCHC President and CEO to represent the shareholder, Toronto Community Housing Corporation, and conduct the annual meeting via written resolution in form attached as Appendix 2; and
4. authorize the TCHC President and CEO and the Corporate Secretary (and their respective designates) to take all actions and execute all necessary documents to implement the above resolutions.

Item 17 – Amendments to Committee Terms of Reference: GRHRC, TCHC:2013-40

The Board of Directors had before it the above-captioned report (TCHC:2013-40) from the Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Ms. Audrey Wubbenhorst, seconded by Councillor Maria Augimeri and carried, the Board of Directors unanimously resolved to:

1. approve the amendments to the Governance, Risk and Human Resources Committee Terms of Reference as set out in Attachment 1; and
2. authorize the Board Chair, Committee Chair, President and CEO or designate to take all necessary actions and execute all documents as required to implement the above resolution.

Agenda – Deferral of Verbal Reports

The Board discussed the number of items remaining on the agenda and considered whether to defer some of the verbal reports.

Motion carried

ON MOTION DULY MADE by Mr. Norman Purves, seconded by Councillor Frances Nunziata and carried, the Board of Directors unanimously resolved to defer the following verbal reports:

• Item 12: Building and Investment Committee Chair’s Report
• Item 14: Governance, Risk and Human Resources Committee Chair’s Report
• Item 20: Access Housing Connections Inc.’s Chair’s Report
• Item 21: Housing Services Inc. Chair’s Report.

Item 18 – Officer Appointments and Senior Management Changes, TCHC:2013-41

The Board of Directors had before it the above-captioned report (TCHC:2013-41) from the Governance, Risk and Human Resources Committee.

The Chair of the Governance, Risk and Human Resources Committee introduced the report, noting that the Committee and President & CEO have discussed the staffing he requires to achieve the strategic plan. The Committee and the President & CEO have also discussed the terminations that have taken place.

The Committee Chair highlighted the background of the new officers and senior executives.

The Board requested Management provide an organizational chart which includes additional levels of management.

The Board and Management discussed the following:

• the distinction between the Asset Management and Facilities Management Divisions;
• confirmed that references of the new staff have been reviewed; and
• the number of executives reporting directly the President & CEO.

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

• Susan Gapka

The Board requested that the senior management changes be communicated to residents and City Councillors.

Motion carried

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

1. appoint the following officers of Toronto Community Housing Corporation:
   • Jason Gorel
     • Title: Treasurer
     • Effective date: June 19, 2013
   • Kathleen Llewellyn-Thomas
     • Title: Chief Operating Officer
     • Effective date: September 4, 2013
2. remove Michelle Haney-Kileeg as an officer (General Manager) of Toronto Community Housing Corporation given her recent appointment as Vice President of Resident and Community Services (an executive but non-officer title);
3. approve the Board Chair, President and CEO, or Corporate Secretary (or designates) to take all necessary actions and execute all documents and resolutions, on behalf of Toronto Community Housing Corporation, as required to implement recommendations 1 and 2;
4. approve the appointment of Lisa-Joan Overholt into the position of Senior Director, Community Safety, Corporate Issues and Council Liaison;
5. approve the appointment of Graham Leah into the position of Vice President, Asset Management; and
6. approve the appointment of Sheila Penny into the position of Vice President, Facilities Management.

Item 19 – Resident Services Committee Chair’s Report, Verbal

The Chair of the Resident Services Committee provided a verbal report on matters reviewed at its most recent Committee meeting and noted matters expected at upcoming meetings, including:

• Resident Engagement – consultations will take place between July to September, 2013 with elections expected in 2014.
• RGI Framework – external panel at Committee in September
• Internal Transfer Policy – public meetings will be held.
• The Committee has requested a report from Management on unit swaps.
• Visitor and Guest Policy – the Committee recently reviewed this new policy. Other social housing providers require that guests be reported after 14 days; TCHC’s policy requires guests be reported after 30 days.
• The Committee also recently received updates on the Town Hall meetings with the President & CEO and the winding down of the Social Investment Fund.
• A report on the annual tenant survey is expected at an upcoming Committee meeting.

The Committee Chair noted that swimming pools at TCHC will be open by June 21 or 28 and will be open 6 days/week.

The Board Chair thanked everyone for attending the meeting and announced an upcoming event, Launch of Close the Housing Gap, The Campaign for Social Housing, being held on Monday, June 24 at 12:45 p.m. at Toronto City Hall.

TERMINATION

The meeting terminated at 9:41 p.m.