Corporate Affairs and Audit Committee (CAAC) Meeting - November 29, 2013

Public Agenda

1. Approval of Agenda and Review of Agenda Order

Action: Approval

Pre-read: Agenda

Presenter: All

2. Confirmation of Public Meeting Minutes of September 30, 2013

Action: Approval

Pre-read: Minutes

Presenter: All

3. Business Arising from the Minutes and Committee Action Items Update

Action: Discussion

Pre-read: Action Item List

Presenter: All

Reports from Management

4. Internal Audit: 2014 Budget

Action: Approval

CAAC Terms of Reference: Internal Audit, Accounting System & Controls

Pre-read: CAAC:2013-65

Presenter: Chief Internal Auditor

5. Internal Audit: 2014 Work Plan

Action: Information

CAAC Terms of Reference: Internal Audit, Accounting System & Controls

Pre-read: CAAC:2013-66

Presenter: Chief Internal Auditor

6. Review of Board, President and CEO and Senior Management Expenses Q3 2013

Action: Information

CAAC Terms of Reference: Financial Compliance

Pre-read: CAAC:2013-67

Presenter: Legal Counsel and Assistant Corporate Secretary

7. Implementation of Auditor General’s 2010 and 2011 Audit Recommendations: Status Report

Action: Information

CAAC Terms of Reference: Internal Audit, Accounting System and Controls

Pre-read: CAAC:2013-68

Presenter: Chief Financial Officer and Manager, Special Projects

8. 2014 Work Plan and Review of 2013 Work Plan

Action: Information

CAAC Terms of Reference: N/A

Pre-read: CAAC:2013-69

Presenter: Chief Financial Officer & Legal Counsel and Assistant Corporate Secretary

TERMINATION

Public Meeting Minutes

The Corporate Affairs and Audit Committee of Toronto Community Housing Corporation held a public meeting on November 29, 2013, in the Main Floor Conference Room, 931 Yonge Street, Toronto and via teleconference, commencing at 2:17 p.m.

Committee Directors present:

Zahir Bhaidani, Chair

Christian Buhagiar

Karen Newman

Councillor Frances Nunziata

Councillor Ana Bailao

Regrets:

Brian Kwan

Also present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Jason Gorel, Chief Financial Officer

Kathleen Llewellyn-Thomas, Chief Operating Officer

Greg Spearn, Chief Development Officer

Michael Vear, Chief Internal Auditor

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

Item 1 – Approval of Agenda

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Mr. Zahir Bhaidani, the Corporate Affairs and Audit Committee approved the agenda as presented.

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.

Item 2 – Confirmation of Public Minutes of September 30, 2013

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Mr. Zahir Bhaidani the Corporate Affairs and Audit Committee confirmed the minutes of September 30, 2013.

Item 3 – Business Arising from the Minutes and Committee Action Items Update

Motion carried

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

Item 4 – Internal Audit: 2014 Budget, CAAC:2013-65

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2013-65) from the Chief Internal Auditor.

The Committee discussed the 2014 internal Audit Department budget.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Mr. Zahir Bhaidani, the Corporate Affairs and Audit Committee adopted the report and approved the 2014 budget for the Internal Audit Department in amount of $1,037,912.

Item 5 – Internal Audit: 2014 Work Plan, CAAC:2013-66

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2013-66) from the Chief Internal Auditor.

The Chief Internal Auditor informed the Committee that:

• In 2014, in consultation with the City, there will be a monitoring program with respect to the extra capital funds being received from the City in 2014 and beyond.
• TCHC will be subject to a risk assessment, initiated by the City Auditor General’s office. The risk assessment will provide useful information to the Internal Audit Department in identifying future internal audits in high risk areas.
• In 2014 a comprehensive review of the TCHC’s procurement process will be a major project.
• In 2015, Internal Audit may conduct a review of activities in the Development Department.

The Committee noted that Management should consider the use of the Internal Audit department as a resource and service provider, versus engaging a third party, at the same cost.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Mr. Zahir Bhaidani, the Corporate Affairs and Audit Committee adopted the report and resolved to approve the Internal Audit 2014 Work Plan presented.

Item 6 – Review of Board, President and CEO and Senior Management Expenses Q3 2013, CAAC:2013-67

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2013-66) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• As per the Auditor General’s recommendation, TCHC’s Expense Policy requires that the employees with an annual salary over $100,000 and the Board members post all their expenses with receipts on the TCHC’s external website. The policy does not provide for commodity purchases.
• The Public Affairs unit reviews all the documents for posting to mitigate any risk with respect to the reputation of the company. An employee expense person is designated to validate all expense reports.
• Management considered level of financial materiality in respect of expenses to be posted to be $1.00.
• There are comprehensive procedures and guidelines accompanying the Expense Policy.
• The Committee requested clarification with respect to the amounts recorded for Conference/Seminars for one Board member and the President and CEO. The Board member was registered for two ICD courses and the President and CEO attended a conference in Ottawa.

Motion carried

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

Item 7 – Implementation of Auditor General’s 2010 and 2011 Audit Recommendations: Status Report, CAAC:2013-68

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2013-68) from the President and Chief Executive Officer.

Motion carried

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

Item 8 – 2014 Work Plan and Review of 2013 Work Plan, CAAC:2013-69

The Corporate Affairs and Audit Committee had before it the above-captioned report (CAAC:2013-69) from the President and Chief Executive Officer.

A discussion ensued, including the following highlights:

• Financial Compliance – the Committee noted that no related reports were listed under “2014 Related Reports” and requested management to add those related reports to ensure reporting compliance.
• Financial and Fraud Risk – the Committee noted that no related reports were listed under “2014 Related Reports” and that the frequency of reporting was “as required”. The Committee requested that management add those related reports and check the frequency of reporting to ensure that “as required” will suffice.
• Information and Technology – the Committee noted that the frequency of reporting should be annually versus “as required”. The Committee requested that management select a date, before or after budget, and insert it in the report.

Motion carried

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Mr. Zahir Bhaidani, the Corporate Affairs and Audit Committee received the report subject to the amendments discussed.

TERMINATION

ON MOTION DULY MADE by Mr. Christian Buhagiar, seconded by Mr. Zahir Bhaidani, the public meeting of the Corporate Affairs and Audit Committee terminated at 2:46 p.m.