Building Investment, Finance and Audit Committee (BIFAC) Meeting - December 12, 2016

Public Agenda

1. Chair's Remarks

Action: Information

Pre-read: Verbal Report (5 minutes)

Presenter: Chair

2. Consent Agenda

A) Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

B) Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

C) Confirmation of the Public Meeting Minutes of November 17, 2016

Action: Approval

Pre-read: Minutes

Presenter: Chair

D) Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

E) Stand-Alone Properties Update (Supplemental Report)

Action: Information

Pre-read: BIFAC:2016-165

Presenter: Senior Manager, Business Development

F) Update on In-progress Audit Recommendations

Action: Information

Pre-read: BIFAC:2016-165

Presenter: Senior Director, Procurement / CFO (Interim)

3. Notice of Closure of Units Policy

Action: Approval

Pre-read: BIFAC:2016-150 (15 minutes)

Presenter: General Counsel and Corporate Secretary

4. Reports from Development

A) Leslie Nymark: Transfer of Lands to TRCA

Action: Approval

Pre-read: BIFAC:2016-156 (15 minutes)

Presenter: Vice President, Development

B) Lawrence Heights: Transfer of Development Block for Market Condominiums for Phase 1b

Action: Approval

Pre-read: BIFAC:2016-157 (10 minutes)

Presenter: Vice President, Development

5. Internal Audit Reports

A) Review of Board, President and CEO, and Employee Expenses Q3 2016

Action: Information

Pre-read: BIFAC:2016-144 (5 minutes)

Presenter: Chief Internal Auditor

B) Internal Audit Work Plan Update 

Action: Information

Pre-read: BIFAC:2016-159 (5 minutes)

Presenter: Chief Internal Auditor

C) Internal Audit 2017 Work Plan

Action: Approval

Pre-read: BIFAC:2016-158 (5 minutes)

Presenter: Chief Internal Auditor

6. 2017 BIFAC Work Plan

Action: Approval

Pre-read: BIFAC:2016-167 (15 minutes)

Presenter: General Counsel and Corporate Secretary

TERMINATION

Public Meeting Minutes

The Building Investment, Finance and Audit Committee (“BIFAC” or “Committee”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on December 12th, 2016 in the Main Floor Conference Room, 931 Yonge Street, Toronto, and by teleconference, commencing at 9:12 a.m.

Committee Directors Present:

Colin Lynch, Chair

Councillor Ana Bailão, Vice Chair

Kevin Marshman 

Ex-officio Director in Attendance:

Norman “Bud” Purves (via teleconference)

Regrets:

Vincent Gasparro

Management Present:

Valesa Faria, Senior Manager, Commercial & Business Development

Leslie Gash, Acting Vice President, Development

Mark Johnson, General Counsel and Corporate Secretary

Rose-Ann Lee, Acting Chief Financial Officer and Treasurer

Mark McDonald, Vice President of Information and Technology Services

Ted Millward, Legal Counsel, Corporate

Sheila Penny, Vice President, Facilities Management

Greg Spearn, Interim President and Chief Executive Officer/ Chief Development Officer

Michael Vear, Chief Internal Auditor

A quorum being present, the Chair called the meeting to order and Mr. Steven Iserhoff served as recording secretary.

Item 1 - Chair's Remarks

No remarks were made by Chair at this time.

Item 2A - Consent Agenda

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded Councillor Bailão and carried, the BIFAC approved Consent Agenda Items 2A, 2C and 2F as presented.

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

Regarding Item 2 on the Action Item List, the Committee advised that this item can be satisfied by providing information regarding parking rates to the Committee offline via email.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded Councillor Bailão and carried, the BIFAC received the item for information.

Item 2B -  Declaration of Conflict of Interest

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

Item 2E - Stand-Alone Properties Update, BIFAC:2016-165

Valesa Faria, Senior Manager of Commercial and Business Development, presented the above-captioned report (BIFAC:2016-165).

Regarding the plan noted under the “Implications and Risks” section that was considered some 18 months ago, the Committee enquired if a report outlining this plan was presented to the Board. Management noted that a report was not brought to the Board, but a number of Board members were canvassed for their input.

Management noted they referenced the plan to indicate that TCHC will increase efforts to manage stand-alone properties across the portfolio. Management noted that in previous efforts to sell stand-alone properties it was at times difficult to obtain the cooperation of local councillors in certain areas.

The Committee noted that if there are delays from the Shareholder regarding Section 111 approvals that Management contact the local councillor. 

The Committee discussed renting out the stand-alone properties at market rent to assist in paying for repairs and lowering the FCI of the stand-alone properties. Regarding this suggestion, Management noted the challenge that a portion of TCHC’s portfolio needs to be preserved as RGI to satisfy the requirement from the Shareholder. 

The Committee discussed whether it is desirable to extricate the corporation from stand-alone properties to focus on multi-unit residential properties. Management noted that stand-alone properties offer units with more bedrooms to accommodate larger families.

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Councillor Bailão and carried, the BIFAC received the report for information.

Item 3 - Notice of Closure of Units Policy, BIFAC:2016-150

Mark Johnson, General Counsel and Corporate Secretary, presented the above-captioned report (BIFAC:2016-150).

The Committee noted the need to specify what “long term” means, and commented that the policy should not imply that consultation with community stakeholders is required in all instances of unit closures.  

The Committee advised that subject to Management revising the policy to address the Committee’s comments, the policy can be sent to the Board of Directors for review and approval.

Motion Carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Councillor Bailão and carried, the BIFAC unanimously approved the following recommendation subject to Management revising the policy to address the Committee’s comments:

1. Review and approve, and forward to the Board of Directors for approval, the draft Notice of Closure of Units Policy

Item 4A - Leslie Nymark: Transfer of Lands to TRCA, BIFAC:2016-156

Leslie Gash, Interim Vice President of Development, presented the above-captioned report (BIFAC:2016-156)

Motion carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Councillor Bailão and carried, the BIFAC approved the following recommendations:

1. Authorize the transfer of: Block 4 on the Draft Plan prepared by J.D. Barnes Ltd, dated July 5, 2016 from Toronto Community Housing Corporation (“TCHC”) to Toronto Region and Conservation Authority (“TRCA”) and,
2. Authorize the Interim President and Chief Executive Officer (or designate) to negotiate an agreement of purchase and sale with TRCA, for nominal value, upon such terms and conditions as may be acceptable to the Interim President and Chief Executive Officer (or designate) and execute any and all documents as may be necessary to give effect to the recommendations.

Item 4B - Lawrence Heights: Transfer of Development Block for Market Condominiums for Phase 1b, BIFAC:2016-157

Leslie Gash, Interim Vice President of Development, presented the above-captioned report (BIFAC:2016-157)

Management confirmed that TCHC receives proceeds from the sale of the land and a portion of profit from the sale of units.

Motion Carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Councillor Bailão and carried, the BIFAC approved the following recommendations:

1. Authorize the transfer of the lands located on Block 1 outlined in red on the draft Plan of Subdivision dated September 27, 2016 (Attachment 1), as may be amended and prepared by Stantec Geomatics Ltd. (the “Subdivision Plan”), from Toronto Community Housing (“TCH”) to Heights Development Inc. or Yorkdale Residences II Inc.; and
2. Authorize the President and Chief Executive Officer (or designate) to execute any and all documents as may be necessary to give effect to the above recommendation.

Item 5A - Review of Board, President and CEO, and Employee Expenses Q3 2016, BIFAC:2016-144

Michael Vear, Chief Internal Auditor, presented the above-captioned report (BIFAC:2016-144)

On Attachment 3, the Committee asked for information about the item $4,853.35 under “Conferences and Training – Q2”. Management noted that the item represents the Director of Procurement’s certificate in Procurement Law taken through Osgoode Hall Law School.  

Motion Carried

ON MOTION DULY MADE by Mr. Gasparro, seconded by Councillor Bailão and carried, the BIFAC received the report for information

Item 5B - Internal Audit: 2016 Work Plan Update, BIFAC:2016-159

Michael Vear, Chief Internal Auditor, presented the above-captioned report (BIFAC:2016-159).

In relation to projects “In Progress” in Attachment 1, the Committee enquired if understaffing was the reason for projects not being completed. Management spoke specifically to 2014IA08, noting staffing was not an issue, but that the project was delayed for various reasons, which caused the data previously collected to become insufficient. Management noted they are collecting new data that will better represent the work plan item.

The Committee enquired about Internal Audit’s staff compliment. Management noted that there are two functions in Internal Audit: auditing and investigative. In the auditing function there is: Chief Internal Auditor, manager of internal Audit, two internal auditors, and a business analyst. In the investigative side there is a manager of investigations, two investigators and an investigation specialist.

Motion Carried

ON MOTION DULY MADE by Mr. Marshman, seconded by Councillor Bailão and carried, the BIFAC received the report for information.

Item 5C - Internal Audit: 2017 Work Plan, BIFAC:2016-158

Michael Vear, Chief Internal Auditor, presented the above-captioned report (BIFAC:2016-158)

The Committee requested that the “Unit vacancy program” audit not be deferred any later than 2017. Mr. Vear noted that efforts would be made to complete the work in 2017, but timing is in part dependent on not impeding the ongoing work of Asset Management to continue its work to improve the program.

The Committee commented that operational audits that examine the effectiveness of the organization and identify risk management issues should be considered in the future. Mr. Vear indicated that Internal Audit is moving in the direction of conducting more audits of this kind. 

Motion Carried

ON MOTION DULY MADE by Councillor Bailão, seconded by Mr. Marshman and carried, the BIFAC approved the 2017 Internal Audit Work Plan.

Item 6 - 2017 BIFAC Work Plan, BIFAC:2016-167

Mark Johnson, General Counsel and Corporate Secretary presented the above-captioned report (BIFAC:2016-167).

The Committee and management discussed the contents of the proposed work plan. The Committee suggested that an updated draft work plan be circulated by e-mail for comment and continued development. Mr. Johnson noted that he will incorporate the Committees feedback from the meeting into a revised document and circulate by e-mail for further review.

Item 7 - IT Direct Awards (Verbal Report)

Mark McDonald, Vice President of Information and Technology Services, presented the verbal report.

Management noted there are two direct awards that will be brought to  the Committee and the Board for review and approval via email in the coming days. Management noted the first contract has two components: a new data centre and acquisition of CCTV equipment and the second award is the purchase of new laptops for TCHC employees. 

Management noted that the program to acquire new laptops is part of the IT KPMG Roadmap for TCHC. Approximately 10% of the laptops will go to TCHC’s Homerun Scholars program.

Management noted they will be evaluating which employees will require laptops as TCHC moves towards more employees going mobile.

TERMINATION

The BIFAC resolved to terminate the public meeting at 10:05 a.m.