Board of Directors Meeting - May 27, 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 April 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

8. OCHE Q1 2016 Performance Report

Action: Information

Pre-read: TCHC:2016-27

Presenter: Chair, BIFAC

Reports from the Governance, Communication, Human Resources and Compensation Committee (GCHRCC):

9. GCHRCC Chair’s Report

Action: Information

Pre-read: Verbal Report

Presenter: Chair, GCHRCC

10. Policy Approval – Whistle Blower Policy

Action: Approval

Pre-read: TCHC:2016-26

Presenter: Chair, GCHRCC

Reports from the Resident Services Committee (RSC):

11. RSC Chair’s Report

Action: Information

Pre-read: Verbal Report

Presenter: Chair, RSC

Reports from Management:

12. Q1 2016 Performance Report

Action: Information

Pre-read: TCHC:2016-24

Presenter: President and Chief Executive Officer (Interim)

13. 10 Year Financial Report

Action: Information

Pre-read: TCHC:2016-25

Presenter: President and Chief Executive Officer (Interim)

14. Monthly President’s Report

Action: Approval

Pre-read: TCHC:2016-28

Presenter: Interim President and Chief Executive Officer

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on May 27, 2016 at 10:46 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 Frank Di Giorgio

Vincent Gasparro

Linda Jackson

Joseph Kennedy

Colin Lynch (by telephone)

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 

Jennifer Bond, Director, Labour Relations & Legal Counsel, HR - Human Resources & Labour Relations 

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

Ismail Ibrahim, General Counsel & Corporate Secretary (Interim) / 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 

Trevor Shaw, Senior Advisor to the Commissioner of Housing Equity 

Helen Trajanos, Director Insurance & Risk Management, Legal – Risk Management & Insurance 

Wayne Tuck, Chief Operating Officer

Michael Vear, Chief Internal Auditor

Guests: 

Helen Kennedy, Executive Director, Egale Canada

A quorum being present, the Chair called the meeting to order and Ms. Sonia Fung served as recording secretary.

Item 1 - Approval of Public Agenda and Review of Agenda Order

The agenda was approved as circulated. 

Motion carried 

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

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

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

Motion carried 

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

Item 4 - Chair's Remarks

The Chair welcomed everyone to the meeting, and identified the following items that were discussed and approved in the in-camera and closed sessions: 

• Appointment of General Counsel and Corporate Secretary: the Board approved the terms of an offer for a permanent appointment of a new General Counsel and Corporate Secretary. An announcement will be forthcoming in the near future. The Chair thanked Mr. Ibrahim for his work for the last nine months and expressed his gratitude to Mr. Ibrahim on behalf of the Board. 
• Advance of $50 million from 2017 capital budget: the board approved an advance of $50 million from the 2017 capital program so that work can begin in 2016 on new, high-priority projects. This will maximize the full impact of the 2016 capital allocation of $250 million. 
• Regent Park Block 23: the Board approved the financing terms for construction of the final market condominium project in Phase 2 of the Regent Park revitalization. The net profits will fund rental replacement units in Phase 2.

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. No deputations were received. 

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 April 27, 2016, including the following: 

• Resident Charter: a total of 215 residents attended the six resident charter meetings which were completed on May 3rd.; 115 completed online surveys were received, The newly formed advisory committee which consists of 43 residents is working with staff to develop a first draft of the charter. 
• Investing in Diversity Scholarship Program: awards ceremony to honour the 2016 Investing in Our Diversity scholarship winners took place on May 26th. TCHC  runs the program in partnership with Scadding Court Community Centre. This year, 45 youth from across the city, including 30 who live in our communities, earned scholarship awards ranging in value from $2,000 to $4,000 to pursue postsecondary education and training.; 
• 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 and it was suggested the amount be re-invested into energy savings. 
• Fire Safety Awareness Week: Toronto Fire Services will hold its 10th annual Safety Awareness Week in partnership with TCHC in early June.  The week kicks off on Sunday, June 5 with a community barbecue in the big central park in Regent Park, and more than 80 education and awareness events are planned in TCHC communities starting in early June. 
• Jays Care Foundation: Jays Care has invited about 20 Rookie Leaguers to attend a Red Sox–Blue Jays game at Rogers Centre on Mary 2nd. This year, about 1,200 kids from 45 communities will take part in the program, and about 160 youth will be hired as coaches and mentors; 
• Leslie Gash: The Toronto Urban Land Institute has named TCHC Vice President of Development, Leslie Gash, as a member of its 2016 Women's Leadership Initiative “Championship Team”.   
• Egale Centre: Mr. Spearn introduced Ms. Helen Kennedy, Executive Director of Egale Canada, who made a presentation on the Egale Centre which is a partnership between Egale, the City of Toronto, private donors and TCHC to transform the TCHC  property at 257 Dundas St. E. into Canada’s first-of-its-kind shelter for homeless LGBTQ youth.  Egale will invest about $6 million upfront to repair the property and reconfigure it for transitional housing. Over the term of the lease, Egale will be solely responsible for all capital and operating expenses, and for the outstanding mortgage payments. As a result, the property will be restored to a state of good repair at a nominal cost to TCHC, and TCHC will realize $2 million in direct savings and avoided costs.

Presentation

Ms. Helen Kennedy delivered her presentation on the Egale Centre project and answered questions from the Board. The Board thanked Ms. Kennedy for the presentation and congratulated Egale Canada for their work to ensure equality in access to housing and emergency shelter options for LGBTQ youth.  

The Board also commented on the importance of TCHC engaging in these types of relationships, whereby partner organizations are able to provide needed services to residents.

Item 7 - Building Investment, Finance and Audit Committee (BIFAC) Chair's Report (Verbal)

The Chair of the BIFAC provided a verbal update to the Board on the activity at BIFAC. Over the next couple of meetings BIFAC will look at multi-year forecast for capital spend items and longer term budget process, work on plans for the Office of Internal Auditor and OCHE. BIFAC will also continue to work on streamlining its meeting process.   

The Chair of the BIFAC introduced the OCHE Q1 2016 Performance Report. 

Item 8 - OCHE Q1 2016 Performance Report, TCHC:2016-27

The Board has before it the above captioned report (Report: TCHC:2016-27), which was introduced by the Chair of the BIFAC. Ms. Summers was available to answer questions from the Board. There was no discussion on this item.  

Motion carried 

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

Item 9 - Governance, Communications, Human Resources and Compensation Committee Chair's Report (Verbal)

The Chair of GCHRCC provided the Board with a verbal update on the Committee’s recent activities. GCHRCC had met briefly on May 26th to confirm the Committee’s recommendations to the Board with regard to the appointment of the new General Counsel.   

In conjunction with the Whistleblower Policy, the GCHRCC has been working on a Conflict of Interest Policy for staff. A Conflict of Interest Policy for members of the Board has recently been added to the work plan. A final version of the Conflict of Interest Policy for staff will be available for review at the next Board meeting. 

Item 10 - Policy Approval – Whistleblower Policy, TCHC:2016-26

The Board of Directors had before it the above-captioned report (TCHC:2016-26) from the GCHRCC Chair.   

Ms. Taylor presented the above-mentioned report to the Board and answered questions raised by the Board. 

Ms. Taylor explained that the Whistleblower Policy is of key importance to public sector organizations, and will benefit TCHC by providing full and transparent disclosure without fear of reprisal. 

In the process of developing this policy, consultations were undertaken to ensure that the policy is  in line with current best practices in similar organizations, as well as with the City and municipal requirements. 

The Board noted there is a mention of residents in the policy.  Ms. Taylor advised that the intention is for the scope to be as inclusive as possible.  Ms. Taylor indicated GCHRCC reviews policies annually and they may revised as determined appropriate.  

Motion carried 

ON MOTION DULY MADE by Councilor DiGiorgio, seconded by Councilor Cressy and carried, the Board of Directors approved the report and attached policy. 

Item 11 - Resident Services Committee Chair's Report (Verbal)

The RSC Chair commented that no RSC meeting has been held since the last Board meeting. The next RSC meeting will be held on May 30th. The RSC Chair advised that the the Vice Chair of the Board will also be in attendance at next RSC meeting.

Motion carried 

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

Item 12 - Q1 2016 Performance Report, TCHC:2016-24
     
The Board of Directors had before it the above-captioned report (TCHC:2016-24) from the President and CEO (Interim).   

Mr. Spearn recommended that the quarterly performance reports be discontinued and replaced by the monthly President’s reports.  Mr. Spearn answered questions raised by the Board on the Q1 2016 performance report. 

The Board had previously asked to be apprised of seniors in arrears and asked that this item be included in the monthly President’s report.  The Board asked management to cross check quarterly reports to ensure regularly reported matters are included in the monthly President’s report. 

The Board noted despite additional staff being added, the number of reported crimes had increased.  Mr. Spearn indicated that it may be cyclical or could be a reflection that residents are more comfortable reporting crime. Ms. Atungo indicated that crime rates could not be controlled by TCHC, and that they change along with changes in a community.   

The Board enquired as to why there is the unit turnaround time is measured from vacancy until when the unit is ready to be leased, and not when the unit is leased.  Management indicated that the new President’s report provides metrics on the average unit turnaround time from vacancy to new tenancy, which is currently 158 days. The Board noted the average turnaround time of 158 days for a vacant unit to be released is too long.

Management noted that the number is impacted by certain units that are not in demand or are difficult to rent. Management indicated that a report with additional details will be brought to BIFAC or RSC outlining specific factors influencing unit turnaround time so that the problem of lengthy turnaround for some units can be better understood and addressed. The difficulty renting bachelor units was identified as a particular issue.   

The Board noted that referrals to OCHE are not included in monthly reporting, and requested that going forward they be clearly included in addition to the referrals of vulnerable residents to external agencies.  

Action Item:  

Management to bring a report to BIFAC or RSC outlining specific factors influencing unit turnaround time so that the problem of lengthy turnaround for some units can be better understood and addressed. 

Motion carried 

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

Second motion carried 

ON MOTION DULY MADE by Mr. Marshman, seconded by Councilor Bailão and carried, the Board of Directors approved the proposed recommendation that all matters that are regularly reported in the quarterly performance reports are to be incorporated into the monthly President’s reports.

Item 13 - 10 Year Financial Report, TCHC:2016-25

The Board of Directors had before it the above-captioned report (TCHC:2016-25) from the President and CEO (Interim).   

Mr. Spearn advised that this 10 year financial projection report is based on a number of high level assumptions, including the Mayor’s Task Force recommendation to increase the number of market units in the portfolio, which requires building more units and borrowing the necessary capital.  The report is intended to be a tool to consider in context when the 2017 budget is considered. The projections demonstrate the challenges and problem areas, and also set out where the solution areas may be.  

The Board suggested that BIFAC be engaged to review consider the details in greater depth.  Management agreed, and advised that a 5 year trending report is planned to be brought to the Board via BIFAC.  

Motion carried 

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Marshman and carried, the Board of Directors receive and review this report as background for the 2017 budget process. 

Item 14 - Monthly President's Report, TCHC:2016-28

The Board of Directors had before it the above-captioned report (TCHC:2016-28) from the President and CEO (Interim) 

Mr. Spearn stated that the current quarterly performance reports are not adequate to provide current and timely information to the Board, and information in these reports is sometimes duplicated.  He indicated that the monthly President’s report would streamline the reporting process.  Mr. Spearn stated that going forward, scheduling board meetings during the last week of the month would facilitate the efficiency of the monthly reports. 

Mr. Spearn emphasized the importance of the Board reviewing the definitions on pages 6 to 9 of the report, which are key to understanding this component of the report 

The Board asked management to include trending information in the percentage scorecard and summary statistics in the portfolio summary. 

The Board noted the motion for Item 12, that all of the items in the quarterly reports be picked up on the President’s report. The Board re-iterated its request from Item 12 on the agenda to specifically include referrals to OCHE in the report with regard to reporting on connecting vulnerable residents.   

The Board also requested management to add the following to the financial summary matrix: EBITDA figure, long-term debt, and used over total available on the line of credit. 

With regard to non-financial items of the report, the Board asked management to provide numerical information for one to two months, and include multi month trending information in graphical form.  

Mr. Spearn indicated that more specific information on the items reported can be provided at the meeting based on questions from the Board on particular items.  

Action Item:  

Management to incorporate the Board’s comments into the template of the new monthly President’s report, specifically: 

1. With regard to the Performance Scorecard & Summary Statistic and the Portfolio Summary, include the percentage change since the last reporting period and from year-to-date.  
2. With regard to the Financial Summary Metrics, include the following items: EBITDA figure; long-term debt; and, used over total available on the line of credit. 
3. With regard to non-financial items of the report, include numerical information for the previous one to two months and multi-month trending information in graphical form.  
4. Include referrals to OCHE in reporting on connecting vulnerable residents.   

Motion carried 

ON MOTION DULY MADE by Ms. Jackson, seconded by Mr. Gasparro and carried, the Board of Directors approve, subject to incorporation of the  Board’s comments, the following items as proposed in this report: 

1. Monthly President’s Report (Attachment 1 to Report:TCHC:2016-028), as the primary performance measurement tool moving forward; 
2. Reporting timelines; and 
3. Reporting process.  

TERMINATION 

The public meeting terminated at 12:13 p.m.