Corporate Affairs and Audit Committee (CAAC) Meeting - November 23, 2012

Closed Meeting Agenda

Approval of Agenda and Review of Agenda Order

Chair’s Poll re: Conflict of Interest

For Approval:

(A) Confirmation of Corporate Affairs and Audit Committee Closed Meeting Minutes – October 12, 2012

Business Arising from the In Camera Minutes and Action Item List

(B) Confidential item respecting the business of the corporation

(C) Confidential item respecting the business of the corporation

For Information:

(D) Confidential item respecting the business of the corporation

(E) Confidential item respecting the business of the corporation

(F) Confidential item respecting the business of the corporation

(G) Confidential item respecting the business of the corporation

(H) Confidential item respecting the business of the corporation

(I) Confidential item respecting the business of the corporation

(J) Confidential item respecting the business of the corporation

(K) Confidential item respecting the business of the corporation

Public Agenda

Approval of Agenda and Review of Agenda Order

Chair’s Poll re: Conflict of Interest

Confirmation of Corporate Affairs Committee Public Minutes – October 12, 2012

Business Arising from the Minutes and Action Item List

For Information:

1 – Financial Performance Report Q3 2012

2 – Review of Board, President and CEO and Senior Management Expenses Q3 2012

3 – Internal Audit – Complaints Received Q312 (July 1, 2012 to September 30, 2012)

4 – Internal Audit Report: 2012 Mileage Compliance Audit

5 – Implementation of Auditor General’s 2010 Procurement and Employee Expense Recommendations: Status Report

6 – Implementation of Auditor General’s 2011 Audit Recommendations: Status Report

7 – PWC Internal Control Points – 2011

Public Minutes

The Corporate Affairs and Audit Committee of Toronto Community Housing Corporation met on November 23, 2012, in the Main Floor Conference Room, 931 Yonge Street commencing at 11:42 a.m.

Committee Directors present:

Christian Buhagiar

Councillor John Parker

Regrets:

Brian Kwan

Additional Directors present:

none

Also present:

Marta Asturi, Assistant Corporate Secretary and Legal Counsel

Boyd Dyer, Director of Information Technology

Jason Gorel, Chief Financial Officer

Michael Vear, Chief Internal Auditor

Michelle Wong, General Counsel and Corporate Secretary

Bora Zekavica, Director, Budget and Financial Services

Mr. Christian Buhagiar, the Chair, called the meeting to order and Ms. Mirela Bolentiru served as recording secretary.

Confirmation of Agenda

The Corporate Affairs and Audit Committee unanimously approved the agenda subject to discussing Items 5 and 6 together (Implementation of the Auditor General’s 2010 and respectively 2011 Recommendations).

Declaration of Conflict of Interest

The Chair requested members of the Corporate Affairs and Audit Committee to indicate any item on the public agenda in which they had a conflict of interest, together with the nature of the interest. None were declared.

Minutes – Confirmation of Corporate Affairs and Audit Committee Minutes: October 12, 2012

Deferred

The Committee had before it the draft Corporate Affairs and Audit Committee minutes for the October 12, 2012 public meeting.

The Corporate Affairs and Audit Committee resolved to defer the above-captioned minutes to the next meeting and to provide comments off-line.

Item 1 – Financial Performance Report Q3 2012, CAAC:2012-74

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2012-74) from the President and Chief Executive Officer.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Christian Buhagiar, the Corporate Affairs and Audit Committee received the report for information.

Item 2 – Review of Board, President and CEO And Senior Management Expenses: Q3 2012, CAAC:2012-75

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2012-75) from the President and Chief Executive Officer.

Management presented the report. The Committee raised questions for clarification with respect to expenditures and management responded.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Christian Buhagiar, the Corporate Affairs and Audit Committee unanimously received the report for information.

Item 3 – Internal Audit: Complaints Received Q312 (July 1, 2012 to September 30, 2012), CAAC:2012-76

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2012-76) from the Chief Internal Auditor.

The Committee discussed the utility and frequency of the reporting of this item. The Committee agreed upon annual reporting versus quarterly reporting of this item.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Christian Buhagiar, the Corporate Affairs and Audit Committee unanimously received the report for information.

Item 4 – Internal Audit Report: 2012 Mileage Compliance Audit, CAAC:2012-77

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2012-77) from the Chief Internal Auditor.

The Committee thoroughly discussed the following:

• Risks of double charging by employees.
• Management was asked to provide the Internal Audit department with remedial solutions.
• The Committee noted that the Management’s memorandum in response to Recommendation 2 b) does not suffice. The Committee recommended that management assess the process and potential changes for improvement, beyond issuing a memorandum to staff. Management will report back to the Committee in June or July 2013 with respect to management’s response.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Christian Buhagiar, the Corporate Affairs and Audit Committee unanimously received the report for information.

Item 5 – Implementation of Auditor General 2010 Procurement and Employee Expense Recommendations: Status Report, CAAC:2012-78

and

Item 6 – Implementation of Auditor General 2011 Audit Recommendations: Status Report, CAAC:2012-79

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2012-78) from the President and Chief Executive Officer.

The CFO presented the Committee with a summary with respect to status updates on the implementation of the Auditor General’s 2010 and 2011 recommendations, including the following highlights:

• Mandatory training is being provided throughout the Corporation on the revised Procurement Policy and its 12 related protocols that were approved by the Board of Directors at its October 22, 2012 meeting.
• The revised Employee Expense Policy will be forwarded to the Board of Directors for approval at its December 7, 2012 meeting.
• The TCHC’s fleet transfer to the City of Toronto is in the process of being approved by City Council.
• The subsidiary governance is under review.
• The Executive Leadership Team will arrange a date to meet with the Auditor General
• The CFO office has engaged the external auditor, PWC, to assist with preparations for the 2013 return visit of the Auditor General.

A discussion ensued.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Christian Buhagiar, the Corporate Affairs and Audit Committee unanimously received the report for information.

Item 7 – PWC Internal Control Points – 2011, CAAC:2012-80

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2012-80) from the Chief Financial Officer.

The committee discussed the report with Management and requested that Management report back on progress towards implementation of the recommendations in FY13.

Motion carried

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Christian Buhagiar, the Corporate Affairs and Audit Committee unanimously received the report for information.

Public Proceedings

ON MOTION DULY MADE by Councillor John Parker, seconded by Mr. Christian Buhagiar, the Corporate Affairs and Audit Committee ratified the actions authorized during the closed meeting.

Termination

The meeting of the Corporate Affairs and Audit Committee terminated at 12:07 p.m.