Board of Directors Meeting - May 29, 2017

Agenda

1. Chair’s remarks

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair

2. Consent agenda

Action: -

Pre-read: 5 minutes

Presenter: Chair

2a. Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

2b. Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

2c. Confirmation of Board of Directors’ Public Meeting Minutes of April 25, 2017

Action: Approval

Pre-read: Minutes

Presenter: Chair

2d. Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action item list

Presenter: Chair

2e. City and TCHC Staff - Strategic and Operational Meetings

Action: Information

Pre-read: TCHC:2017-38

Presenter: Interim President and CEO

3. Interim President and Chief Executive Officer’s remarks

Action: Information

Pre-read: Verbal report 15 minutes

Presenter: Interim President and CEO

3a. Monthly President’s Report

Action: Information

Pre-read: TCHC:2017-33

Presenter: -

4. RSC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, RSC

4a. OCHE – Quarterly Performance Report (Q1-2017)

Action: Information

Pre-read: TCHC:2017-37 5 minutes

Presenter: Chair, RSC

5. GCHRCC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, GCHRCC

5a. Policy Review: Conflict of Interest Policy - Board of Directors

Action: Information

Pre-read: TCHC:2017-31R 5 minutes

Presenter: General Counsel & Corporate Secretary

5b. AGM Protocol for TCHC Wholly-Owned Subsidiaries

Action: Approval

Pre-read: TCHC:2017-14 5 minutes

Presenter: Chair, GCHRCC

6. BIFAC Chair’s report

Action: Information

Pre-read: Verbal report 5 minutes

Presenter: Chair, BIFAC

6a. Allenbury Gardens: Transfer of Market Lands to Partnership

Action: Approval

Pre-read: TCHC:2017-39 5 minutes

Presenter: VP, Development (Interim)

7. Enterprise Risk Management – Update

Action: Information

Pre-read: Presentation 15 minutes

Presenter: Director, Insurance & Risk Management

TERMINATOR

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on May 29, 2017 at 10:24 a.m. in in the Main Floor Conference Room at 931 Yonge Street, Toronto and via teleconference.

Directors in Attendance:

Bud Purves (Chair)

Councillor Ana Bailão

Councillor Joe Cressy

Councillor Frank Di Giorgio

Councillor Michael Ford

Vincent Gasparro

Linda Jackson

Joseph Kennedy

Colin Lynch

Kevin Marshman*

Pamela Taylor

Catherine Wilkinson

Directors Absent:

Robert Carlo

Management present:

Cathy Barker, Vice President, Human Resources

Angela Cooke, Vice President, Resident and Community Services

Leslie Gash, Chief Development Officer

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

Ismail Ibrahim, Director of Compliance and Legal Counsel

Mark Johnson, General Counsel & Corporate Secretary

Hugh Lawson, Director, Strategic Planning and Stakeholder Relations

Graham Leah, Vice President, Asset Management

Bruce Malloch, Director, Strategic Communications

Kevin Marshman - President & Chief Executive Officer (CEO) (Interim)

Mark McDonald, Vice President, IT

Ted Millward, Legal Counsel, Corporate

Sheila Penny, Vice President, Facilities Management

Wayne Tuck, Chief Operating Officer

*Note: Kevin Marshman abstained from voting as a Board member at this meeting.

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

Item 1 – Chair’s Remarks

The Chair welcomed everyone to the Board meeting and identified the following items that were addressed in this morning’s in-camera and closed sessions:

• CEO Search. The Chair began with an update on the Board’s search for a President and Chief Executive Officer: The process is continuing but at this time there is no news to report.
• 2018 TCHC Budget Process. The process to develop TCHC’s 2018 budget has begun. Management and BIFAC discussed the 2018 budget process at the May 18 BIFAC meeting and these discussions will continue at the next two meetings of the committee.

The Chair identified the following items to be discussed in the public session:

• Chair’s Reports. The Chairs of the Board committees will each provide a verbal report of their committee’s activities.

Governance, Communications, Human Resources & Compensation Committee

• Requesting the Board’s approval of a protocol for conducting the annual general meetings of TCHC’s wholly-owned subsidiaries.

Building Investment, Finance and Audit Committee

• Requesting the Board’s approval for a land transfer agreement for the purposes of building market condominiums in Allenbury Gardens as part of the revitalization. Board approval of this transfer is a provincial requirement.

President’s Monthly Report. Mr. Marshman will present the President’s Monthly Report for March 2017, which describes how the company is doing in meeting its public commitments and organization priorities.

Also being discussed will be:

• The Commissioner of Housing Equity’s performance report for Q1 2017.
• The Conflict of Interest Policy for TCHC’s Board of Directors.
• A presentation on the Enterprise Risk Management Framework.

Item 2A – Approval of Agenda and Review of Agenda Order

The agenda was approved as circulated.

Motion carried

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

Item 2B – 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.

Item 2C – Confirmation of Board of Directors’ Public Meeting Minutes of April 25, 2017

The Board of Directors had before it the draft Board minutes for April 25, 2017.

Motion carried

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

Item 1 - Chair’s Remarks

Chair of Resident Services Committee, will present for the Board’s approval for the first Toronto Community Housing Tenant Charter which has been worked on for the past 12 months;

Item 4B – Arrears Management Update

The Board identified its fiduciary duty to ensure arrears are collected for the financial wellbeing of the corporation and to improve the experience of the tenants of TCHC. However, it was also noted that there is a balance to strike with the need to ensure that vulnerable tenants are not put in danger through the eviction process receive appropriate protections when evictions for arrears are considered.

Item 9 – City-Wide Real Estate Plan (page 10 of 10)

The Chair reported that he attended a meeting with chairs of other boards of City entities about a city-wide real estate plan. It is anticipated that City staff will report next to Council in mid-May.

Item 2D – Business Arising from the Public Meeting Minutes and Action Items, Update

Motion carried

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

Item 2E – City and TCHC Staff - Strategic and Operational Meetings, TCHC:2017-38

Motion carried

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

Item 3A – Monthly President’s Report, TCHC:2017-33

The Board had before it the above-captioned report (TCHC:2017-33) from the President & Chief Executive Officer (Interim).

Mr. Marshman presented the report and advised the Board that in order to better align the scorecard with its primary objective of providing a snapshot of key indicators, the 39 metrics have been removed in turn reducing the report.

Mr. Marshman advised that financial results in Q1 were favourable to budget in a number of areas:

• Excess of Revenue over Expenses: revenue of $167 million was 11 per cent favourable to budget due to the closing of a Regent Park land sale in Q1 versus an anticipated completion in Q4 2016. Expenses of $168 million were $2.3 million favourable primarily due to: (1) lower utilities as a result of lower winter demand and lower rates for hydro; (2) delays in the onboarding of staff filling vacancies, and (3) lower interest costs as a result of a delay in Infrastructure Ontario funds.
• Capital Repairs: building repair capital Q1 spending of $39 million was $15 million over plan and $13 million greater than prior year. Development capital spending of nearly $16 million is twice the rate of that in the prior year.
• Community Safety: the Community Safety Unit conducted 50 joint patrols with Toronto Police Service (TPS) in March, and while this met TCHC’s target it was a significant drop from the 135 patrols conducted in February. The decline was due to availability of TPS officers. For the quarter, TCHC’s target was exceeded with 25 per cent more patrols compared with Q1 of 2016.
• Customer Service: the Client Care Centre continued to improve performance during March and for the quarter. Elevator Calls: 89 per cent of elevator calls were answered within 30 seconds in March. While still not at TCHC’s target of 90 per cent, it represents a noticeable improvement to prior year results. Tenant Calls: The average speed of answer for tenant calls improved to 43 seconds in March.
• Service Requests: TCHC closed 73 per cent of routine maintenance requests, such as plumbing or pest control issues, within 5 days. While this is still below TCHC’s target, it does represent continued improvement from year-end results.
• Vacancy: RGI vacancy rate decreased for the second consecutive month, dropping to 2.68 per cent. Market vacancy rate also decreased slightly to 2.33 per cent from 2.38 per cent, which is the lowest vacancy rate recorded in over a year. Total rentable vacancies of 1,491 is an improvement of three per cent from the 1,533 rentable vacancies in February.
• Arrears: Rent and parking arrears decreased in March by $0.5 million (6 per cent) to $8 million. More than half the rent and parking arrears balance is less than 60 days old. 85 per cent of the total arrears owed are at the managed stage of the legal process.

Mr. Marshman addressed comments and questions raised by the Board, including the following:

• Bringing more timely reports on operations from the current 60 days. Mr. Marshman noted that he will strive to decrease reporting to 45-50 days but noted that the 2017 meeting dates make this a challenge.
• What is included in a Service Call. It was noted this could be defined during the upcoming budget process.
• The number of units held for storage and the possibility to reduce them. Mr. Marshman noted he will bring this to ELT to discuss the extent of the issue.
• Reducing crime against property. Mr. Marshman advised that measures are being discussed at the ELT table.
• Providing metrics for general contractors’ response times for service requests.
• Separating the statistics for parking arrears from rent arrears. The limitations of the current IT system in separating this information was noted.

Motion carried

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

Action Items:
Management to provide:

• metrics on general contractor’s response time for service requests;
• a definition of “Closure of a Unit”;
• how many of “managed arrears” have only had an N4 issued vs. actually proceeding toward eviction.

Item 4 – Resident Services Committee (RSC), Chair’s Report

The Chair of the RSC provided a verbal update to the Board on the work at the RSC, including the following:

• Resident Engagement System: a progress report is coming soon.
• Work Plan Items: putting greater focus on strategic matters that affect TCHC tenants rather than operational reporting (Angela Cooke’s presentation on vulnerable tenant strategies at the May 15th meeting was cited as an example of this greater focus on strategic matters).

Item 4A – OCHE - Quarterly Performance Report (Q1 2017), TCHC:2017-37

The Board of Directors had before it the above-captioned report (TCHC:2017-37) from the RSC Chair.

Motion carried

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

Item 5 – 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 the following:

• Board Evaluation: proposed format will come to next Board meeting.
• AGM Protocol for Subsidiaries.
• Whistleblower Policy: this is being brought back to GCHRCC for further discussion.
• Conflict of Interest Policy (Board).
• Update on Current Subsidiaries: plan to simplify TCHC subsidiaries.

Item 5A – Policy Review: Conflict of Interest Policy – Board of Directors, TCHC:2017-31R

The Board of Directors had before it the above-captioned report (TCHC:2017-31R) from the General Counsel and Corporate Secretary.

Ms. Taylor presented the report, answered questions raised by the Board and accepted feedback.

A request was made that the Board submit any comments they may have on the policy to Ms. Taylor offline for consideration. This report and an updated draft policy will be brought back to the Board after comments are received from Board members.

Motion carried

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

Item 5B – AGM Protocol For TCHC Wholly-Owned Subsidiaries, TCHC:2017-14

The Board of Directors had before it the above-captioned report (TCHC:2017-14) from the General Counsel and Corporate Secretary.

Ms. Taylor presented the report and answered questions raised by the Board. A brief discussion ensued.

A request was made that Management address reporting mechanism on TCHC subsidiaries to the Board on a regular basis and that this requirement be reflected in the annual Shareholder resolution.

Motion carried

ON MOTION DULY MADE by Ms. Taylor, seconded by Mr. Gasparro and carried, the Board of Directors unanimously approved the recommendations in this report, with the understanding that a regular reporting mechanism to the Board on subsidiaries will be implemented.

Item 6 – 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.

Mr. Lynch noted that BIFAC meetings were becoming more efficient and were finishing on time. He also noted that BIFAC has been decreasing the number of routine items discussed and is focusing more on strategic items.

Item 6A – Allenbury Gardens: Transfer of Market Lands to Partnership, TCHC:2017-39

The Board of Directors had before it the above-captioned report (TCHC:2017-39) from the Vice President, Development (Interim).

Motion carried

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

Item 7 – Enterprise Risk Management - Update, Verbal Report

Ms. Trajanos provided the Board of Directors with a PowerPoint presentation on the above-subject matter, highlights of which are the following:

Value of Enterprise Risk Management (ERM)

• Helps TCH proactively identify risks to ensure they are properly assessed and considered during the business planning process
• Promotes better understanding of how risks may be inter-related and affect TCH on a broader scale
• Enterprise-level view of risk adds rigor to strategic/divisional planning process and assists TCH to allocate resources to mitigate most critical risks

ERM Process

1. Risk Identification;
2. Risk Assessment;
3. Risk Response; and
4. Risk Monitoring and Reporting

ERM – Current Status at TCHC

• Initiative is led by the Legal – Compliance unit and the Risk Management & Insurance unit
• Risk Assessment Workshop held Q3 of 2016, building upon work started in 2015
• Objectives and tactics in divisional plans help with proactive mitigation to address these risks
• Process is iterative and will be ongoing

ERM – Next Steps

• Draft Enterprise Risk Policy is being reviewed internally
• Work with Risk owners to develop risk mitigation workplans to ensure mitigation efforts are incorporated into divisional planning process
• Work with Strategic Planning and Stakeholder Relations and Audit to develop aligned reporting tool/report to monitor compliance

Ms. Trajanos accepted questions raised by the Board and a brief discussion followed. Topics discussed included the following:

• Further insight into the Risk Management Framework
• Incorporation of a tenant component
• Further awareness of key risks
• Receipt of quarterly reporting on key risks

Action Item: Management to provide the Board with ERM results on a quarterly basis.

TERMINATION

The public meeting terminated at 11:37 a.m.