Governance, Communications and Human Resources and Compensation Committee (GCHRCC) Meeting - May 3, 2018

Public Agenda

9:40 - Chair’s Remarks

Action: Information

Pre-read: Verbal

Presenter: Chair

9:45 - Consent agenda

Approval of Public Meeting Agenda

Action: GCHRCC Approval

Pre-read: Agenda

Presenter: Chair

Chair’s Poll re: Conflict of Interest

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

Confirmation of GCHRCC Public Meeting Minutes of February 5, 2018

Action: GCHRCC Approval

Pre-read: Minutes

Presenter: Chair

Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

Compliance Report Q4 2017

Action: Information

Pre-read: GCHRCC:2018-07

Presenter: President & Chief Executive OfficeR

9:50 - AGM Process for TCHC and Its Subsidiaries

Action: GCHRCC and Board Approval

Pre-read: GCHRC:2018-08

Presenter: General Counsel and Corporate Secretary

9:55 - 2018 Review Schedule for Policies Requiring Board Approval

Action: GCHRCC and Board Approval

Pre-read: GCHRC:2018-09

Presenter: Director, Strategic Planning & Stakeholder Relations

10:10 - BIFAC Subcommittee – IT Subcommittee Dissolution

Action: GCHRCC and Board Approval

Pre-read: GCHRC:2018-10

Presenter: General Counsel and Corporate Secretary 

10:20 - Whistleblower Policy - Complaint Procedures 

Pre-read: GCHRC:2018-11

Presenter: General Counsel and Corporate Secretary

10:30 - Insurance Deductible Optimization Study

Action: GCHRCC and Board Approval

Pre-read: GCHRC:2018-12

Presenter: Senior Director, Fire Life Safety & Risk

10:40 - Update on Subsidiaries

Action: GCHRCC and Board Approval

Pre-read: GCHRC:2018-13

Presenter: General Counsel and Corporate Secretary

TERMINATION

Public Meeting Minutes

The Governance, Communications, Human Resources and Compensation Committee (“GCHRCC”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on May 3, 2018, in the Main Floor Conference Room, 931 Yonge Street, Toronto, commencing at 9:50 a.m.

Committee Directors in Attendance:

Pamela Taylor, Chair

Catherine Wilkinson 

Absent Committee Directors:

Councillor Joe Cressy

Joseph Kennedy 

Management Present:

John Angkaw, Senior Director, Fire Life Safety & Risk Management

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Ismail Ibrahim, General Counsel & Corporate Secretary  

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations 

Kathy Milsom, President & Chief Executive Officer

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

Item 1 - Chair's Remarks

The Chair did not make any remarks.

Item 2A - Approval of Public Meeting Agenda

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC approved the public meeting agenda as circulated.

Item 2B - Declaration of Conflict of Interest

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

Item 2C - Confirmation of GCHRCC Public Meeting Minutes of February 5, 2018

Discussion was held with regard to item 3 of the public meeting minutes of February 5, 2018. Staff confirmed that revisions to the notice of entry are being finalized and the changes will be communicated to tenants.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC confirmed the above-captioned minutes.

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

GCHRCC recommended that item 3 on page 1 of the public action item list be removed from the action item list due to the fact that the current selection process for tenant directors is being led by the City of Toronto. 

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC received the report for information and approved the removal of item 3 from the action item list.

Item 2E - Compliance Report Q4 2017, GCHRCC:2018-07

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC received the report for information.

Item 3 - Annual General Meeting Process for TCHC and Its Subsidiaries, GCHRCC:2018-08

GCHRCC had before it the above-captioned report (GCHRCC:2018-08). The following were among the matters from this report discussed by management and GCHRCC:

• TCHC’s Annual General Meeting (“AGM”) has been incorporated to take place as part of the City of Toronto’s City Council meeting. TCHC’s AGM is scheduled to take place at the June 26th to 28th, 2018 City Council meeting. GCHRCC noted that the TCHC AGM should be a Board-driven process that the TCHC Board needs to reclaim ownership; however, the City of Toronto is currently leading this process.
• It was clarified that resolutions in writing in lieu of AGMs is in accordance with the provisions of by-laws of the below noted TCHC wholly owned subsidiaries.
• GCHRCC recommended deletion of paragraph C from the Shareholder Resolution appended as Attachment 1 of Report: GCHRCC:2018-08.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC resolved to approve the report as amended, and recommended the Board of Directors to: 

1. authorize the President and Chief Executive Officer or designate to represent the sole shareholder, TCHC, and conduct annual meetings of the shareholder via written resolution in the form attached as Appendix 1, as amended, to Report: GCHRCC:2018-08, for the following subsidiaries that are wholly-owned by TCHC:
   • 2001064 Ontario Inc.;
   • Access Housing Connections Inc.;
   • Alexandra Park Development Corporation;
   • Allenbury Gardens Development Corporation;
   • Don Mount Court Development Corporation;
   • Leslie Nymark Development Corporation;
   • Railway Lands Development Corporation;
   • Regent Park Development Corporation;
   • Toronto Affordable Housing Fund;
   • Toronto Community Housing Enterprises Inc.; and
2. authorize the President and Chief Executive Officer, and the General Counsel and Corporate Secretary, and their respective designates, to take all actions and execute all necessary documents to implement the above resolutions.

Item 4 - 2018 Review Schedule for Policies Requiring Board Approval, GCHRCC:2018-09

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations, presented the above-captioned report (GCHRCC:2018-09) and answered questions. Management clarified criterion #3 for determining policy approval level and will amend report to note significant impact on all tenants.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC resolved to receive this report for information.

Item 5 - BIFAC Subcommittee – IT Subcommittee Dissolution, GCHRCC:2018-10

GCHRCC had before it the above-captioned report (GCHRCC:2018-10). GCHRCC Chair supported the proposal to dissolve the IT Subcommittee.
    
It was recommended that, going forward, ad hoc subcommittees have time limits noted in their mandates.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC resolved to approve the report, and recommend that the Board of Directors approve the dissolution of the IT Subcommittee.

Item 6 - Whistleblower Policy - Complaint Procedures, GCHRCC:2018-11

Ismail Ibrahim, General Counsel and Corporate Secretary, presented the above-captioned report (GCHRCC:2018-11). 

The following were among the matters from this report discussed by management and GCHRCC:

• It was recommended that Board committees not have vice-chairs. If the committee chair is unavailable for meetings, the committee members that are present would elect an acting chair for the meeting.
• Management noted gaps within certain policies with respect to a clear complaint procedure to address complaints related to Board members. Revisions will be presented at the September GCHRCC meeting. GCHRCC noted that it is important to be clear on the specifics of the process such as how and by whom complaints are received, how complaints are dealt with, and, if unresolved, escalation options. 

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC resolved to receive this report for information.

Item 7 - Insurance Deductible Optimization Study, GCHRCC:2018-12

John Angkaw, Senior Director, Fire Life Safety & Risk Management, presented the above-captioned report (GCHRCC:2018-12). 

The following were among the matters from this report discussed by management and GCHRCC:

• It was noted that Marsh Canada (“Marsh”) might have a conflict when it was retained by TCHC to perform the risk financing optimization analysis. HSC is also a client of Marsh.
• Marsh has created an internal “Chinese Wall” to separate its dealings with TCHC and HSC. 

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC resolved to receive this report for information.

Item 8 - Update on Subsidiaries, GCHRCC:2018-13

Ismail Ibrahim, General Counsel and Corporate Secretary, presented the above-captioned report (GCHRCC:2018-13). 

The following were among the matters from this report discussed by management and GCHRCC:

• It was noted that Housing Services Inc. is dissolved.
• TCHC has sent a request to the City of Toronto to transfer the delivery and administration of the Toronto Affordable Housing Fund to the City of Toronto. It is noted that TCHC continues to be fully supportive of the affordable housing program.

Motion carried

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Ms. Taylor and carried, GCHRCC resolved to receive this report for information.

TERMINATION

GCHRCC resolved to terminate the public meeting at 10:40 a.m.