Board of Directors Meeting - October 24, 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 Board of Directors’ Public Meeting Minutes of August 21, 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

Reports from External Advisory Committee

8. Office of the Commissioner of Housing Equity

Action: Information

Pre-read: Verbal 10 minutes

Presenter: Co-Chairs, External Advisory Committee

Reports from the Building and Investment Committee

9. Building and Investment Committee Chair’s Report

Action: Information

Pre-read: Verbal 10 minutes

Presenter: Chair, BIC

10. Don Summerville: Sale and Business Terms

Action: Approval

Pre-read: TCHC:2013-61

Presenter: Chair, BIC

11. Proposal to Lease Space at 777 Bay Street and Renovate 931 Yonge Street

Action: Approval

Pre-read: TCHC:2013-62

Presenter: Chair, BIC

Reports from Building Standards and Neighbourhood Safety Committee

12. Building Standards and Neighbourhood Safety Committee Chair’s Report

Action: Approval

Pre-read: Verbal 10 minutes

Presenter: Chair, BSNSC

Reports from Resident Services Committee

13. Resident Services Committee Chair’s Report

Action: Information

Pre-read: Verbal 10 minutes

Presenter: Chair, RSC

14. Visitor and Guest Policy

Action: Approval

Pre-read: TCHC:2013-60

Presenter: Chair, RSC

Reports from Corporate Affairs and Audit Committee

15. Corporate Affairs and Audit Committee Chair’s Report

Action: Information

Pre-read: Verbal 10 minutes

Presenter: Chair, CAAC

16. Expense Policy Review

Action: Approval

Pre-read: TCHC:2013-63

Presenter: Chair, CAAC

Reports from Governance, Risk and Human Resources Committee

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

Action: Information

Pre-read: Verbal 10 minutes

Presenter: Chair, GRHRC

18. Appointments to Fill Director Vacancies on Committees and Subsidiary Boards

Action: Approval

Pre-read: TCHC:2013-64

Presenter: Chair, GRHRC

19. Other Business

Action: Discussion

Pre-read: -

Presenter: All

TERMINATION

Minutes

The Board of Directors of the Toronto Community Housing Corporation held a public meeting on Thursday, October 24, 2013 at 11:24 a.m. in the Ground Floor Conference Room at 931 Yonge Street, Toronto and via teleconference.

Directors in Attendance:

Norman (Bud) Purves (Chair)

Councillor Maria Augimeri

Christian Buhagiar

Brian Kwan (via teleconference)

Karen Newman (via teleconference)

Councillor Frances Nunziata

Councillor Cesar Palacio

Catherine Wilkinson

Jennifer Wood

Directors Absent:

Munira Abukar

Councillor Ana Bailão

Zahir Bhaidani

Audrey Wubbenhorst

Also present:

Eugene (Gene) E. Jones Jr., President and CEO

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Paul Chisholm, General Manager, Access Housing Connections Inc.

Jason Gorel, Chief Financial Officer and Treasurer

Ismail Ibrahim, Legal Counsel

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Graham Leah, Vice President, Asset Management

Kathleen Llewellyn-Thomas, Chief Operating Officer

Anand Maharaj, Vice President of Human Resources

Bruce Malloch, Director, Strategic Communications

Patricia Narine, Director, Resident Engagement & Community Development

Lisa-Joan Overholt, Senior Director, Community Safety and Council Liaison

Sheila Penny, Vice President, Facilities Management

Liz Reid, Vice President, Information Technology

Greg Spearn, Chief Development Officer

Michael Vear, Chief Internal Auditor

A quorum being present, the 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, noting some of the decisions from the closed meeting regarding the Ten-Year Capital Financing Plan and Phase 3 of the Regent Park revitalization.

The Chair noted that the Ten-Year Capital Financing Plan for Toronto Community Housing will be presented to the City Executive Committee on October 30, 2013. The report highlights the need to invest $2.6 billion into capital repairs of Toronto Community Housing’s buildings over the next 10 years and proposes a financial plan with equal contributions from the City, Province and federal government. The Chair reported that the Board of Directors has asked Management to consider what Toronto Community Housing’s plan will be if the federal and provincial governments do not provide the level of funding that the City is seeking in its report.

The Chair also reported that the Board has approved Management’s business plan to move forward with Phase 3 of the Regent Park revitalization under an amended and restated agreement with The Daniels Corporation, which will secure land value upfront and reduce Toronto Community Housing’s risk exposure.

The Chair provided an update on the corporation’s United Way campaign and activities.

The Chair noted the progress being made on the Ombudsman’s recommendations and noted the investigation of Housing Services Inc. is ongoing.

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

Item 5 – President and CEO’s Remarks

The President & CEO gave recognition to the residents in attendance at the meeting. He thanked and gave recognition to his executive leadership team and their staff for their hard work in recent months.

The President & CEO reported on the status of the 2014 budget, the implementation of the Ombudsman’s recommendations and the Close the Housing Gap campaign.

The President & CEO updated the Board on the Limitless Heights Scholarship Award Dinner held in September and announced upcoming events, including:

• the soft opening of the new Office for the Commissioner of Housing Equity taking place in the afternoon at 339 Bloor Street West; and
• the If I Ruled T.O. youth summit on October 27, 2013.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Councillor Maria Augimeri and unanimously carried, the Board of Directors received the President & CEO’s verbal report for information.

Other Business

The Board discussed the Elections Policy approved at the August Board meeting and the status of the Board’s request that the Building Standards and Neighbourhood Safety Committee review Toronto Community Housing’s public space policy as it pertains to elected public officials. The Chair of the Building Standards and Neighbourhood Safety Committee requested that the Elections Policy guidelines be provided to the Committee. It was clarified that aspects of the Elections Policy will be discussed at the Building Standards and Neighbourhood Safety Committee but the policy itself falls under the mandate of the Governance, Risk and Human Resources Committee.

Item 6 – Confirmation of the Public Board Minutes of Toronto Housing Corporation for August 21, 2013

The Board had before it the draft Board minutes for the August 21, 2013 public meeting.

Motion carried

ON MOTION DULY MADE by Councillor Maria Augimeri, seconded by Ms. Catherine Wilkinson and unanimously carried, the Board of Directors confirmed the August 21, 2013 public Board of Directors’ meeting minutes, as circulated.

Item 2 – Approval of Agenda and Review of Agenda Order

Motion carried

ON MOTION DULY MADE by Councillor Maria Augimeri, seconded by Ms. Catherine Wilkinson and unanimously carried, the Board of Directors approved the agenda.

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. None were declared.

Item 4 – Review of Agenda

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

• Item 14: Visitor and Guest Policy
• Item 18: Appointments to Fill Director Vacancies on Committees and Subsidiary Boards

Motion carried

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

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

The Board had before it the Report on Business Arising from the Public Meeting Minutes of August 21, 2013 and Board Action Item List.

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

• Mark Harris;
• Kathy Kunsmann; and
• Bonnie Booth.

The Board considered whether to post the Corporation’s quarterly financial statements on the website.

In response to a question from the Board on the status of the request for updated organizational charts, Management advised that an updated organizational chart will be provided upon the hiring of the General Counsel and the Vice President of Resident and Community Services.

Item 8 – Report from the External Advisory Committee re: Office of the Commissioner of Housing Equity, Verbal

Co-Chair of the External Advisory Committee, Ms. Catherine Wilkinson, provided an update to the Board on the Committee’s mandate, composition and the status of its work to date.

In response to a question from the Board, it was noted that, once established, the Commissioner of Housing Equity will report directly to the Board of Directors through the Board Chair.

Item 9 – Building and Investment Committee Chair’s Report, Verbal

The Chair of the Building and Investment Committee provided the Board of Directors with an update on the Committee’s most recent meetings.

Item 10 – Don Summerville: Sale and Business Terms, TCHC:2013-61

The Board of Directors had before it the above-captioned report (TCHC:2013-61) from the Building and Investment Committee.

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

• Theresa Munroe.

Management acknowledged the residents from Don Summerville in attendance at the meeting. The Chief Development Officer presented the report, providing a description of the site, the RFP process and highlights of the proposed business deal.

The Board requested Management to bring back for approval a report on the proposed allocation of $1M in capital repairs.

The Board and Management discussed the procurement process and Management confirmed its opinion that maximum value for the site has been achieved.

The Board requested Management to review and report back on whether there are any other potential underutilized properties in the TCHC portfolio.

The Board and Management discussed parking revenues and requirements, as well as community economic development opportunities.

Motion carried

ON MOTION DULY MADE by Councillor Maria Augimeri, seconded by Ms. Catherine Wilkinson and unanimously carried, the Board of Directors approved the recommendations, as amended, to:

1. Approve the sale of the Subject Lands to the Recommended Developer named in Confidential Attachment 4, and direct staff to explore the potential for future value added opportunities at a later date based on the business terms set out in Confidential Attachment 6 and as described in this report;
2. Authorize the President and Chief Executive Officer (or his designate) to finalize the definitive project agreements for the project based on the sale terms identified in Confidential Attachment 6 and described in this report;
3. [Deleted recommendation #3 in the report];
4. Direct TCH staff to undertake appropriate community engagement and seek shareholder and ministerial consents required to implement the transaction;
5. Approve and delegate to the President and Chief Executive Officer (or his designate) expenditure authority of up to $300,000 for legal, consulting, resident engagement and any other internal TCH costs associated with this project; and
6. Authorize the President and Chief Executive Officer (or his designate) to take the necessary action and execute any and all documents as may be necessary in connection with the sale of the Subject Lands and associated value added opportunities, that shall include, but not be limited to, legal services, consulting contracts, construction contracts and planning documents and other ancillary contracts and permits required to give effect to the above recommendation.

Item 11 – Proposal to Lease Space at 777 Bay Street and Renovate 931 Yonge Street, TCHC:2013-62

The Board of Directors had before it the above-captioned report (TCHC:2013-62) from the Building and Investment Committee.

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

• Miguel Avila.

The Chief Development Officer presented the proposal.

The President and CEO requested to table the report, noting that Management will review alternative options for office space and report back to the Board.

The Board and Management discussed ideas for further consideration on this matter, including:

• determining location criteria;
• how alternative office space will help the Corporation achieve its strategic plan;
• contacting the City regarding its vacant facilities and reviewing Toronto Community Housing’s vacant commercial facilities;
• whether the Corporation should lease or own its office space; and
• adding Access Housing Connections Inc. in Toronto Community Housing’s plans when designing resident-centric space.

Tabled

ON MOTION DULY MADE by Councillor Frances Nunziata, seconded by Councillor Cesar Palacio and unanimously carried, the Board of Directors resolved to table the report.

At 1:23 p.m., Mr. Brian Kwan and Ms. Karen Newman left the meeting.

Item 12 – Building Standards and Neighbourhood Safety Committee Chair’s Report, Verbal

The Chair of the Building Standards and Neighbourhood Safety Committee highlighted the importance of his Committee’s work in connection with the Corporation’s strategic plan and provided the Board of Directors with an update on the Committee’s most recent meeting and upcoming meetings.

Item 13 – Resident Services Committee Chair’s Report, Verbal

The Chair of the Resident Services Committee provided the Board of Directors with an update on the Committee’s most recent meetings and matters planned for upcoming meetings, including:

• a review of the mental health strategy and seniors strategy;
• resident survey in 2014;
• resident communications strategy; and
• arrears management strategy.

Item 14 – Visitor and Guest Policy, TCHC:2013-60

The Board of Directors had before it the above-captioned report (TCHC:2013-60) from the Resident Services Committee.

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

• Clive Williams.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Councillor Frances Nunziata and unanimously carried, the Board of Directors approved the Visitor and Guest Policy.

Item 15 – Corporate Affairs and Audit Committee Chair’s Report, Verbal

On behalf of the Chair of the Corporate Affairs and Audit Committee, Committee member, Mr. Christian Buhagiar, provided the Board of Directors with an update on the Committee’s most recent meetings, noting various reports related to financial and compliance oversight. He commended the Chief Financial Officer for improving transparency and accountability in Management’s financial reports.

Mr. Buhagiar reported that upcoming meetings of the Committee will include the 2014 budget, planning for the external year-end audit, and the 2014 work plan for the Chief Internal Auditor. Board members were invited to suggest work plan items for the Chief Internal Auditor.

Item 16 – Expense Policy Review, TCHC:2013-63

The Board of Directors had before it the above-captioned report (TCHC:2013-63) from the Corporate Affairs and Audit Committee.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Ms. Jennifer Wood and unanimously carried, the Board of Directors approved the attached revised Expense Reimbursement Policy.

Item 17 – Governance, Risk and Human Resources Committee Chair’s Report, Verbal

The Chair of the Governance, Risk and Human Resources Committee provided the Board of Directors with an update on the Committee’s most recent meetings, highlighting the following matters:

• 2 nominee approvals for external directors on the HSC and ONPHA Board of Directors;
• the quarterly compliance certificate;
• the new Executive Compensation Subcommittee;
• the selection process for consultants to conduct the Board evaluation and executive compensation evaluation; and
• a review of the corporation’s financial control by-law.

The Chair of the Governance, Risk and Human Resources Committee noted key matters planned for 2014, including:

• talent management and succession,
• compensation philosophy, and
• risk management and compliance.

Item 18 – Appointments to Fill Director Vacancies on Committees and Subsidiary Boards, TCHC:2013-64

The Board of Directors had before it the above-captioned report (TCHC:2013-64) from the Governance, Risk and Human Resources Committee.

Motion carried

ON MOTION DULY MADE by Ms. Catherine Wilkinson, seconded by Councillor Frances Nunziata and unanimously carried, the Board of Directors resolved to:

1. appoint Jennifer Wood as a member of the Building and Investment Committee;
2. remove Audrey Wubbenhorst and appoint Karen Newman as Chair of the Investment Advisory Committee;
3. in accordance with the 2010 Subsidiary Review Task Force Report, elect the Building and Investment Committee (BIC) Chair, Brian Kwan, as an ex-officio director of the following TCHC wholly-owned subsidiaries to take effect in the event that Audrey Wubbenhorst resigns as a director of these Boards or resigns her position as a Director of the TCHC Board of Directors:
   1. 2001064 Ontario Inc.,
   2. Alexandra Park Development Corporation
   3. Regent Park Development Corporation
   4. Toronto Affordable Housing Fund; and
4. approve the Board Chair, President and Chief Executive Officer or designate to take all necessary actions and execute all documents and resolutions, on behalf of TCHC, as required to implement the above recommendations.

Termination

The meeting terminated at 1:46 p.m.