Board of Directors Meeting - March 24, 2016

Agenda

Revised March 22, 2016

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 February 22, 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: General Counsel & Corporate Secretary (Interim)

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 the Resident Services Committee (RSC):

7. RSC Chair’s Report

Action: Information

Pre-read: Verbal Report

Presenter: Chair, RSC

8. City of Toronto Specialized Program for Interdivisional Enhanced Responsiveness (SPIDER)

Action: Information

Pre-read: TCHC:2016-11

Presenter: Chair, RSC

Reports from Management:

9. 2016 Corporate Goals and Objectives *Report deferred from last Board meeting*

Action: Approval

Pre-read: TCHC:2016-10

Presenter: Director Strategic Planning & Stakeholder Relations

10. 2016 Performance Measures and Reporting *Report deferred from last Board meeting*

Action: Information

Pre-read: TCHC:2016-09

Presenter: Director Strategic Planning & Stakeholder Relations

11. Mayor’s Task Force Final Report Update *Report deferred from last Board meeting*

Action: Approval

Pre-read: TCHC:2016-08

Presenter: Director Strategic Planning & Stakeholder Relations

Reports from Building Investment, Finance and Audit Committee (BIFAC):

12. New Item - Funding from the City of Toronto for Getting It Done Action Plans

Action: Information

Pre-read: TCHC:2016-16

Presenter: Chair, BIFAC

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on March 24, 2016 at 10:36 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto.

Directors in Attendance: 

Bud Purves (Chair) 

Councillor Ana Bailão 

Robert Carlo 

Councillor Frank Di Giorgio (left at 11:53 a.m.) 

Vincent Gasparro (left at 12:36 p.m.) 

Linda Jackson (left at 11:53 a.m.) 

Joseph Kennedy 

Colin Lynch (left at 12:36 p.m.) 

Kevin Marshman 

Pamela Taylor 

Catherine Wilkinson 

Directors Absent: 

Councillor Raymond Cho 

Councillor Joe Cressy 

Management present: 

Marta Asturi, Legal Counsel & Assistant Corporate Secretary 

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

Jennifer Bond, Director, Labour Relations & Legal Counsel 

Leslie Gash, Chief Development Officer 

Jason Gorel, Chief Financial Officer & Treasurer 

Heather Grey-Wolf, Development Director 

Ismail Ibrahim, General Counsel & Corporate Secretary (Interim)  

Sylvia Kobal, Senior Director, Strategic Procurement 

Hugh Lawson, Director, Strategic Planning and Stakeholder  Relations 

Graham Leah, Vice President, Asset Management 

Bruce Malloch, Director, Strategic Communications 

Sheila Penny, Vice President, Facilities Management 

Greg Spearn, President & Chief Executive Officer (CEO) (Interim)/ Chief Development Officer 

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 with the following changes: 

• New Item – Building Investment, Finance and Audit Committee Chair’s Report 
• New Item – Governance, Communications, Human Resources and Compensation Committee Chair’s Report 

Motion carried 

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

Item 2 - Confirmation of Board of Directors' Public Meeting Minutes of February 22, 2016

The Board of Directors had before it the draft Board minutes for February 22. 

Ms. Wilkinson questioned the minutes of December 3, 2015 that were approved on February 22, 2016.  It was decided that the potential discrepancy would be reviewed off-line with the Interim General Counsel & Corporate Secretary. 

Motion carried 

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

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

Motion carried 

ON MOTION DULY MADE by Mr. Purves, seconded by Mr. Lynch and carried, the Board of Directors received the report for information with the following amendments: 

• TCHC:2015-56 – Internal Audit Report:  Capital Repairs at 931 Yonge Building: The Chief Internal Auditor to provide the Board with the exact amount TCHC saved by using in-house trades opposed to one (1) bid that resulted from the RFP. Remove from list as it has been completed. 
• TCHC:2014-07 – Q4 Quarterly / Annual Performance Report: Report on subject matter needs to come back to the Board as well as BIFAC. 

Item 4 - Chair's Remarks

The Chair welcomed everyone to the Board meeting and requested that everyone pause in memory of Councillor Rob Ford, who passed away on Tuesday.  The Chair acknowledged Councillor Rob Ford’s support of TCHC’s residents as both the Mayor of Toronto and a City Councillor, and offered condolences to the Ford family on behalf of everyone at TCHC. 

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

• a long-term lease at one of TCHC’s buildings, which will enable a non-profit organization to renovate the building and operate it as a shelter; and  
• the appointment of Wayne Tuck as TCHC’s Chief Operating Officer on a one-year contract, which will commence on Tuesday March 29, 2016.  

Item 5 - Declaration of 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 6 - Interim President and Chief Executive Officer's Remarks

Mr. Spearn highlighted activities TCHC has performed in its communities and through City Hall since the last Board meeting on February 22, 2016, including updates on the following: 

• Partnership events; 
• Leslie Nymark Update; and 
• Mayor’s Task Force Report Update. 

Mr. Spearn advised that the 2016 federal budget includes significant new investments for social housing and affordable housing—and, for the first time, allows municipalities to use federal infrastructure funding to pay for social housing repairs.  TCHC will work with the City to determine how we can access this funding in 2016 to make improvements to our buildings.  

Mr. Spearn advised that TCHC’s resident charter continues to be developed. TCHC will hold six consultation meetings with residents this spring to seek input on the charter.  Information about the meetings is on TCHC’s website and is being shared with residents via posters and the Housing Update newsletter that will be mailed to all TCHC households in early April. 

Item 7 - Resident Services Committee (RSC) Chair's Report

The Chair of the RSC provided a verbal update to the Board on the activity at RSC. Ms. Jackson thanked Ms. Wilkinson and Mr. Carlo for their involvement, hard work and dedication in the Tenant Engagement sessions. 

Item 8 - City of Toronto Specialized Program for Interdivisional Enhanced Responsiveness (SPIDER), TCHC:2016-11

The Board of Directors had before it the above-captioned report (TCHC:2016-11) from the RSC Chair.   

Management answered questions raised by the Board and a brief discussion ensued on the internal process for identifying residents to be referred to SPIDER.  There was also discussions on potential overlap with the work done by OCHE. 

Motion carried 

ON MOTION DULY MADE by Ms. Jackson, seconded by Ms. Taylor and carried, the Board of Directors unanimously approved the recommendations in this report. 

Action Item: Management to provide a report on how items are referred to SPIDER and OCHE. 

New Item - 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 details about moving to monthly meeting schedules and discussions on OCHE.  

The Chair of RPEI also provided a verbal report, informing the Board that BIFAC had approved the creation of a subcommittee to review strategic options for RPEI.  Mr. Lynch and Ms. Wilkinson would be joining Mr. Gasparro on the subcommittee. 

Lastly, the Chair of IAC commented on the currency of information received by the board and suggested that monthly reporting by the CEO should be incorporated.   

Motion carried 

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

New Item - 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 committee mandates, transparent meetings, compliance certificates, D&O insurance, and policy reviews.  The Chair also recommended that the Board of Directors nominate Mr. Marshman as a member of the GCHRCC. 

Motion carried 

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Purves and carried, the GCHRCC unanimously approved the appointment of Mr. Marshman to the GCHRCC and received the verbal report for information.  

Item 9 - 2016 Corporate Goals and Objectives. TCHC:2016-10

The Board of Directors had before it the above-captioned report (TCHC:2016-10) from Mr. Lawson.   

The Board and Management briefly discussed the above-mentioned report and Mr. Lawson answered questions raised by the Board and received feedback from the Board.  Specifically, the board wanted to ensure that it was clear that the City had the lead with respect to the next steps arising out of the Mayor’s Task Force. 

Motion carried 

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

• Page 10 of 12 – Business Foundations – 8.1 - change wording to ensure it is clear that the City of Toronto has the lead and TCHC has a supportive role in the process. 
• Page 12 of 12 – 2nd last paragraph - In 2016, we are developing a long-term strategic plan that will help us unite around a shared vision and clear priorities. It will be informed by recommendations from the Mayor’s Task Force final report and the Service Manager Assessment and will incorporate learning from previous external reviews and from our partners at the City of Toronto. – Change wording to include date. 

Item 10 - 2016 Performance Measures and Reporting, TCHC:2016-09

The Board of Directors had before it the above-captioned report (TCHC:2016-09) from Mr. Lawson.   

The Board and Management briefly discussed the above-mentioned report and Mr. Lawson answered questions raised by the Board and accepted feedback from the Board pertaining to target dates.  Concerns were raised that the total number of targets were too many and more focus was needed.  Moreover, the board suggested that some targets should be stretch targets (e.g. 68% tenant satisfaction was considered to be too low). 

The board asked that the report go to BIFAC and come back to the Board with a smaller, more strategic number of action items. 

Motion carried 

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

Action Items: Management to bring a report back to BIFAC then subsequently to the Board with filled in target dates. 

Item 11 - Mayor's Task Force Final Report Update, TCHC:2016-08

The Board of Directors had before it the above-captioned report (TCHC:2016-08) from Mr. Lawson.   

Mr. Lawson answered questions raised by the Board and the Board and Management briefly discussed the above-mentioned report.  The Board inquired about TCHC’s role in the process, and were told that it was in an advisory role.  Furthermore, the City would also be reaching out to the Board to get their input.    

Motion carried 

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Marshman and carried, the Board of Directors unanimously approved the recommendations in this report with the understanding that the committee work plans be amended as per the recommendations allocation table on page 2 of 4 of the report. 

Item 12 - Funding from the City of Toronto for Getting It Done Action Plans, TCHC:2016-16

The Board of Directors had before it the above-captioned report (TCHC:2016-16) from the BIFAC Chair.   

The Board and Management had a lengthy discussion on the above-mentioned subject matter.  Concerns were raised with respect to: 

• the fact that the City (through the Mayor), had initiated the report, provided recommendations, but did not subsequently provide the funding to implement the recommendations; 
• what was to be done with the unfunded items; and 
• governance process issues as the Board was not provided an opportunity to direct how the funding was to be used. 

This item was closed due to loss of quorum. Lost quorum at 12:36 p.m. 

TERMINATION 

The public meeting terminated at 12:36 p.m.