Board of Directors Meeting - June 22, 2012

Agenda

Revision #1 (revised on June 19, 2012)

Chair’s Poll re: Conflict of Interest

Confirmation of Toronto Community Housing Corporation Board of Directors Public Meeting Minutes – April 27, 2012

Business Arising from the Public Meeting 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 –2011 Toronto Community Housing Corporation Audited Consolidated Financial Statements, CAAC

2 – 2012 Operating Plan, CAAC  (* Revised *)

3 – Appoint and Confirm Toronto Community Housing Officers, GRHRC

4 – Nomination to the Housing Services Corporation Board of Directors, GRHRC

Presentation:

5 – Regent Park Presentation, BIC

For Information:

6 – Q1 2012 Quarterly Performance Report

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

8 – Auditor General’s Report re: Results of Follow-up of Previous Audit Recommendations, CAAC

9 – 2012 Tenant Survey Results, TCSC

10 – CCTV Usage and Procedures at TCHC, TCSC

11 – Committees Public Meeting Minutes and Updates on May/June Meetings from Committee Chairs

1. Building and Investment Committee Minutes, BIC
   • March 22, 2012
2. Corporate Affairs and Audit Committee Minutes, CAAC
   • March 30, 2012
3. Tenant & Community Services Committee Minutes, TCSC
   • March 26, 2012

Minutes

The Board of Directors of the Toronto Community Housing Corporation met on Friday, June 22, 2012 at 9:33 a.m. in the Ground Floor Conference Room at 931 Yonge Street, Toronto.

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:

Eugene E. Jones Jr., President and CEO

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

Deborah Simon, Chief Operating Officer

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Paul Chisholm, General Manager, Access Housing Connections Inc.

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Anand Maharaj, Vice President, Human Resources (Interim)

Bruce Malloch, Director, Strategic Communications

Josie Scioli, Chief Executive Officer, Housing Services Inc.

Michelle Wong, Interim General Counsel

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

The Chair welcomed Toronto Community Housing’s new President and Chief Executive Officer, Mr. Eugene E. Jones Jr.

On behalf of the Board, the Chair thanked Mr. Len Koroneos for his dedicated service with Toronto Community Housing and presented Mr. Koroneos with a photo and note of thanks. The Chair announced that Mr. Koroneos’ picture will also hang outside the Boardroom at Toronto Community Housing Corporation.

Declaration of Conflict of Interest

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

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. One deputation request was received for item 10 re: CCTV Usage and Procedures at TCHC.

Minutes – Confirmation of Board Minutes of Toronto Community Housing Corporation for April 27, 2012

The Board had before it the draft Board minutes for the April 27, 2012 public meeting.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Catherine Wilkinson, the Board of Directors confirmed the above-captioned minutes as circulated.

A Board member inquired about the action item related to pest control. It was noted that the Board was sent a briefing note on pest control in the morning prior to the meeting. The Board member requested that pest control information be presented during a public meeting rather than at a workshop.

Councillor Norm Kelly and Mr. Christian Buhagiar joined the meeting at 9:46 a.m.

Approval of Agenda and Review of Agenda Order

The following changes were made to the agenda:

• Item 9 re: 2012 Tenant Survey Results was deferred.
• Item 8 re: Auditor General’s Report re: Results of Follow-up of Previous Audit Recommendations was moved up on the agenda to be heard first.

The following public agenda items were held for discussion:

Item 1 – 2011 Toronto Community Housing Corporation Audited Consolidated Financial Statements
Item 5 – Regent Park Presentation
Item 6 – Q1 2012 Quarterly Performance Report
Item 8 – Auditor General’s Report re: Results of Follow-up of Previous Audit Recommendations
Item 10 – CCTV Usage and Procedures at TCHC

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

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

Item 8 – Auditor General’s Report Re: Results of Follow-up of Previous Audit Recommendations

The Board of Directors had before it the above-captioned report dated April 16, 2012 from the City of Toronto’s Auditor General.

The Auditor General, Mr. Jeffrey Griffiths, presented the report and advised that he will return to Toronto Community Housing Corporation every 12 months until all recommendations have been completed. He noted that he did not expect all of the recommendations to be implemented by this time and advised that work is being done on those recommendations not yet implemented.

The Board noted that savings from discontinuing certain employee expenses and implementing improved controls were originally estimated at $200K on an annual basis, however over $1.2M has been estimated by the Auditor General to be realized on an annual basis.

In response to a question from the Board regarding the $25K noted in the report as recovered from inappropriate employee expenses, Mr. Griffiths advised that this amount was provide by Toronto Community Housing staff and is continuously adjusted. He estimated that the final number may increase to $40K.

In response to a question from the Board, Mr. Griffiths advised that his next update will be presented 12 months from now.

The Board noted that only 10 of the 41 recommendations have been implemented and inquired about the progress of the 2012 Auditor General reports. Management advised that many of the recommendations are in progress and such progress is reported to the Corporate Affairs and Audit Committee. Some recommendations will take time to implement and some staff positions need to be filled in order to complete some of the recommendations. Mr. Gene Jones advised that he expects the 2011 Auditor General recommendations will be complete in 12 months.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Councillor Cesar Palacio and carried, the Board of Directors unanimously resolved that:

In view of the fact that the Auditor General will not be reporting back to the Board for 12 months, staff of Toronto Community Housing Corporation are requested to report back to the Board in 6 months time on the status of recommendations on all reports issued by the Auditor General. This includes reports issued in both 2011 and 2012.

The Chair thanked the Auditor General for his presentation and commended staff on achieving more savings on employee expenses than projected.

Item 1 – 2011 Toronto Community Housing Corporation Audited Consolidated Financial Statements, TCHC:2012-42

The Board of Directors had before it the above-captioned report (TCHC:2012-42) from the Corporate Affairs and Audit Committee.

The Chair of the Corporate Affairs and Audit Committee introduced Mr. Daniel D’Archivio from PricewaterhouseCoopers LLP and reported that the Corporate Affairs and Audit Committee had met with the auditors to review the financial statements. The Committee Chair introduced the report and gave an overview of the Consolidated Statement of Cash Flows and Investments.

A Board member asked why there was a decrease of $35M in investment funds. Management will report back to the Board with this information.

The Committee Chair provided an overview of the Consolidated Statement of Operations and Consolidated Balance Sheet. He noted that the $751M capital repair backlog is not reflected on the balance sheet and discussed the investments for capital asset replacement reserve, investments for internally restricted purposes, debts to third parties and the deferred capital contributions.

The Committee Chair reviewed the Notes to the Consolidated Financial Statements, highlighting the following notes:

• Note 5 re: Equity Investments and Loans Receivable,
• Note 15 re: Internally Restricted Surplus, and
• Note 18 re: Contingencies.

Motion carried

ON MOTION DULY MADE by Mr. Jason Gorel, seconded by Mr. Brian Kwan and carried, the Board of Directors unanimously resolved that effective January 1, 2011, any and all net cash proceeds received from any and all dispositions of capital assets of the Corporation (with the exception of assets sold in relation to development initiatives to which such funding is required for development projects), which are received by the Corporation, be directed as monetary additions to an internally restricted reserve fund named the “State of Good Repair Fund.” Governance of the dispositions to come back to the Board for organized spending on capital repairs.

The Board requested that the status of the State of Good Repair Fund be posted publicly on Toronto Community Housing’s website.

In response to a question from the Board, management advised that $3M had been received in 2012 for the State of Good Repair Fund.

Councillor John Parker joined the meeting at 10:19 a.m.

Motion carried

ON MOTION DULY MADE by Mr. Jason Gorel, seconded by Councillor Frances Nunziata and carried, the Board of Directors unanimously approved the consolidated audited financial statements for the year ended December 31, 2011 and designated Mr. Norman Purves and Mr. Jason Gorel to sign the Balance Sheet on behalf of the Board.

It was noted that the materiality threshold was $6.8M.

The Board discussed whether the financial statements should be sent ahead of the annual report to the shareholder. The annual report is to be submitted to the Corporate Affairs and Audit Committee in July. It was suggested that the annual report then be circulated to be approved by written resolution by the Board in order to meet reporting timelines to the City.

The Board discussed the valuation of the corporation’s assets and it was noted that current accounting standards do not require a market value assessment of the assets and such an assessment of Toronto Community Housing’s full portfolio would be expensive.

Motion carried

ON MOTION DULY MADE by Mr. Norman Purves, seconded by Mr. Jason Gorel and carried, the Board of Directors unanimously resolved to forward the signed financial statements and annual report together to the Shareholder as part of the annual reporting to the Shareholder and for purposes of Toronto Community Housing’s Annual General Meeting.

Item 2 – 2012 Operating Plan, TCHC:2012-28R

The Board of Directors had before it the above-captioned report (TCHC:2012-28R) from the Corporate Affairs and Audit Committee.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Catherine Wilkinson, the Board of Directors approved the recommendations in the report to:

1. approve the 2012 Operating Plan as amended and detailed in the attached Appendix “A” to give the CEO spending authority for 2012; and
2. authorize the appropriate Toronto Community Housing officials to take the necessary action to give effect to the recommendations.

Item 3 – Appoint and Confirm Toronto Community Housing Officers, TCHC:2012-29

The Board of Directors had before it the above-captioned report (TCHC:2012-29) from the Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Catherine Wilkinson, the Board of Directors approved the recommendations in the report to:

1. accept Len Koroneos’ resignation as Chief Executive Officer (Interim), Chief Financial Officer and Treasurer of Toronto Community Housing Corporation effective June 18, 2012;
2. appoint Eugene (Gene) Jones, Jr. as President and Chief Executive Officer of Toronto Community Housing Corporation effective June 18, 2012 and confirm the officers of Toronto Community Housing Corporation to be as follows:
   • Norman (Bud) Purves, Chair
   • Eugene (Gene) Jones, Jr., President and Chief Executive Officer
   • Michelle Haney-Kileeg, General Manager, Office of the CEO
   • Deborah Simon, Chief Operating Officer
   • Marta Asturi, Assistant Corporate Secretary
3. accept Len Koroneos’ resignation as a director of the following subsidiaries effective June 18, 2012:
   • 2001064 Ontario Inc.
   • Access Housing Connections Inc.
   • Housing Services Inc.
   • Railway Lands Development Corporation
   • Regent Park Development Corporation
   • Toronto Affordable Housing Fund
   • Toronto Community Housing Enterprises Inc.
4. approve the Board Chair, CEO or designate to take all necessary actions and execute all documents and resolutions, on behalf of Toronto Community Housing Corporation, as required to implement the above recommendations.

Item 4 – Nomination to the Housing Services Corporation Board of Directors, TCHC:2012-30

The Board of Directors had before it the above-captioned report (TCHC:2012-30) from the Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Catherine Wilkinson, the Board of Directors approved the recommendations in the report to:

1. confirm that Len Koroneos, Interim Chief Executive Officer, served on the Housing Services Corporation Board of Directors from April 2011 to June 15, 2012;
2. nominate Michelle Wong, Senior Legal Counsel, to serve on the Housing Services Corporation Board of Directors from June 15, 2012 until the remainder of the term to March 31, 2013; and
3. approve the Board Chair, CEO or designate to take all necessary actions and execute all documents as required to implement the above resolution.

Item 10 – CCTV Usage and Procedures at TCHC, TCHC:2012-40

The Board of Directors had before it the above-captioned report (TCHC:2012-40) from the Tenant and Community Services Committee.

Councillor Vincent Crisanti presented a deputation on this matter.

The Board discussed the monitoring of the CCTV cameras and the use of 24/7 on-site security.

Management will assess the properties and CCTV strategy and report back to the Board with a recommendation.

The Board discussed financing of the CCTV cameras and infrastructure.

The Board noted Toronto Community Housing’s retention period for CCTV footage and discussed how this compares with other housing providers.

The Board discussed other options to promote community safety, including enforcement of the non-arrears eviction policy.

Motion carried

ON MOTION DULY MADE by Councillor Cesar Palacio, seconded by Councillor John Parker, the Board of Directors unanimously received the report for information.

Item 5 – Regent Park Presentation, Presentation

Mr. Tom Burr, Director of Regent Park Revitalization, gave a presentation to the Board of Directors on the Regent Park Revitalization, highlighting:

• the revitalization plan and reasons for revitalization of Regent Park;
• the development partnership in Phase I and Phase II;
• financing in Phase I and Phase II; and
• the challenges and successes of the revitalization.

The Chair thanked Mr. Burr for his presentation and noted that it provides good background information for the Board which will assist them with future business decisions regarding Regent Park.

The Board and management discussed the Regent Park revitalization with respect to the sale of market units and the recent newspaper article regarding community safety in Regent Park.

Motion carried

ON MOTION DULY MADE by Mr. Zahir Bhaidani, seconded by Ms. Audrey Wubbenhorst and carried, the Board of Directors received the presentation for information.

Item 6 – Q1 2012 Quarterly Performance Report, TCHC:2012-31

The Board of Directors had before it the above-captioned report (TCHC:2012-31) from the former Chief Executive Officer (Interim).

A Board member requested that the briefing note related to pest control which was circulated to the Board be posted publicly on Toronto Community Housing’s website. Management advised that a report on the Pest Control Strategy is planned for the July TCSC meeting.

A Board member noted that plumbing became the #1 service request in Q1 and requested management look into the reason for the change.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Brian Kwan and carried, the Board of Directors unanimously received the report for information.

Item 11 – Board of Directors Committees Public Minutes, TCHC:2012-33

The Board of Directors had before it the above-captioned minutes (TCHC:2012-33) from the following Committees:

• Building and Investment Committee – March 22, 2012
• Corporate Affairs and Audit Committee – March 30, 2012
• Tenant and Community Services Committee – March 26, 2012

Motion carried

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Ms. Catherine Wilkinson, the Board of Directors unanimously received the Committee minutes for information.

Closed Meeting Proceedings

Motion carried

At 11:40 a.m., ON MOTION DULY MADE by Mr. Norman Purves and carried, the Board of Directors resolved to move to a closed meeting to consider items A, B, C, D, E, F, G, H, I, J, K and L.

Public Proceedings

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Councillor Cesar Palacio, the Board of Directors unanimously approved resumption of the public proceedings at 1:14 p.m. and the public meeting reconvened at that time.

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Brian Kwan, the Board of Directors unanimously ratified the actions authorized during the closed meeting.

Termination

The meeting terminated at 1:14 p.m.