Governance, Communications and Human Resources Committee (GCHRC) Meeting - April 6, 2017

Public Agenda

1. Chair’s Remarks    

Action: Information

Pre-read: Verbal

Presenter: Chair

2. Consent agenda

Approval of Public Meeting Agenda

Action: Approval

Pre-read: Agenda

Presenter: Chair

Chair’s Poll re: Conflict of Interest

Action: Approval

Pre-read: Minutes

Presenter: Chair

Confirmation of GCHRCC Public Meeting Minutes of February 3, 2017

Action: Declaration

Pre-read: Agenda and Conflict of Interest Policy

Presenter: Chair

Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

Compliance Reporting, Q4, 2016

Action: Information

Pre-read: GCHRCC: 2017-10 

Presenter: Interim President & CEO

3. 2016 Annual Review and Letter to the Shareholder

Action: Approval

Pre-read: GCHRCC: 2017-11

Presenter: Interim President & CEO

4. Policy Review: Conflict of Interest Policy - Board of Directors – Revised Draft

Action: Discussion

Pre-read: GCHRCC: 2017-12

Presenter: General Counsel & Corporate Secretary

5. Donations to Outside Agencies

Action: Information

Pre-read: GCHRCC: 2017-13

Presenter: VP, Resident and Community Services

TERMINATION

Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on April 6, 2017, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 10:34 a.m. 

Committee Director in Attendance:

Pamela Taylor, Chair

Joseph Kennedy

Catherine Wilkinson 

Ex Officio Directors in Attendance: 

None

Other Directors in Attendance:

None

Regrets:

Councillor Joe Cressy

Management Present: 

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

Mark Johnson, General Counsel and Corporate Secretary

Hugh Lawson, Director, Strategic Planning and Stakeholder Relations

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

Item 1 - Chair's Remarks

The Chair reported on the items discussed during the In-Camera and Confidential sessions of the meeting.

Item 2A - Approval of Public Meeting Agenda

Motion carried

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC approved the agenda as circulated.

Item 2B - Declaration of Conflict of Interest

No conflicts were declared.

Item 2C - Confirmation of Public Meeting Minutes of February 3, 2017

The Committee asked that the following amendments be made to the minutes of the public meeting held on February 3, 2017:

1. Item 7, Allenbury Gardens – New Joint Venture Entity, 3rd paragraph:
   
   The last sentence should read: “With regard to the creation of any new entity, it was noted that approval from GCHRCC and the Board should be sought before any action is taken to seek formal approval of the Shareholder.” 
    
2. Item 7, Allenbury Gardens – New Joint Venture Entity, 1st paragraph of the motion should read:
   
   Incorporation of VIVO Residences Inc., and approve the appointment of the CEO and Vice President of Development, respectively Greg Spearn and Leslie Gash as the two Allenbury Gardens Development Corporation (“AGDC”) representatives on the Board of VIVO Residences Inc.  

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC confirmed the above-captioned minutes with the above-mentioned amendments.

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

The Committee noted that on page 4, first item “Review of Action Item List April 18, 2016”, it was indicated that the target date for “Management to put the Communications Plan back on the Action Item List” is October 13, 2017 and asked if this item could be brought back at an earlier date.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC received the report with amendment for information.

Action Items: 

1. GCHRCC asked management to amend the Action Items List to show an earlier target date for bringing the Communications Plan to the Committee.

Item 2E - Compliance Reporting Q4 2016, GCHRCC:2017-10

The above-noted report was presented to the Committee.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC unanimously received this report for information.

Item 3 - 2016 Annual Review and Letter to the Shareholder, GCHRCC:2017-11

Mr. Lawson explained the information provided on the attachments to the report.

Mr. Lawson advised that the Shareholder Direction requires that a reporting letter be provided every four years. Such reporting letter should include a business (strategic) plan, the operating and capital budgets for four years. As TCHC is currently in a consultation period recommended by the Mayor’s Task Force Report and various uncertainties made long term planning unfeasible, the Shareholder asked that a request be included in the reporting letter for Council to waive the relevant section in the Shareholder Direction.

Mr. Lawson advised that Attachment 1 and Attachment 2 of the report, after being approved by GCHRCC, along with the audited financial statements (to be reviewed at the April 20, 2017 BIFAC meeting) will be submitted to the Board for approval at the next Board meeting. 

GCHRCC suggested the following amendments be made to the Attachments of the report: 

Attachment 1, page 1, comments from Chair, Board of Directors:

• Line 1, the word “played” be replaced by “has continued to play”
• Line 3, the word “board” be replaced by “Board”
• The message should not use the past tense. 

Attachment 1, page 8:

• it was suggested the caption and the photo of four community safety officers be removed and replaced by a description of the services CSU provides to tenants with a photo of a celebratory nature, for example, one of the CSU officers recently received an award from Toronto EMS Paramedics for his assistance provided to a tenant.

It was noted that staff should avoid using the word “them” when they actually mean “tenants”.

GCHRCC commented that when drafting such report letters management should be mindful the reports should project a positive image of TCHC.

GCHRCC thanked staff for a thorough and well written report.

A brief discussion was carried out on the parking enforcement on TCHC properties. It was noted that TCHC staff will issue tickets for illegal parking on TCHC premises and the revenue generated therefrom will go to the City. Management will continue to negotiate with the City on this issue. 

Motion carried 

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC approved the following recommendation:

1. Approve the 2016 Annual Review and the 2016 Letter to the Shareholder (Attachments 1 and 2 to this report) with the above-noted amendments.
2. Authorize the President and CEO (or designate) to submit the 2016 Annual Review and the 2016 Letter to the Shareholder to the Board of Directors for approval.

Item 4 - Policy Review: Conflict of Interest Policy – Board of Directors – Revised Draft, GCHRCC:2017-12

Mr. Johnson tabled the above captioned revised draft policy.  Discussion ensued with regard to job applications from Board members, handling of complaints and the procedure timeline.

GCHRCC members are asked to forward any comments on the revised draft to Ms. Taylor and Mr. Johnson who will hold off line discussions regarding any comments they may receive.

Mr. Johnson will incorporate any comments received into the draft policy and will table a revised version at an upcoming GCHRCC meeting. 

Item 5 - Donations to Outside Agencies, GCHRCC:2017-13

Mr. Spearn provided details on TCHC’s contributions to the cost of delivering the annual Investing in our Diversity Scholarship Program run in partnership with SCCC, as well as the donations that TCHC has made to the United Way. 

Mr. Spearn explained that this program runs every year and the money goes directly to the recipients, no money was held in the bank account other than the $40,000 annual contribution by TCHC towards the costs.  Over the last thirteen years the program has awarded 282 scholarships, to the cumulative value of $800,000.

GCHRCC commented that running scholarship programs is not TCHC’s core mandate and noted that all programs ought to be examined to ensure they are self-supporting and self-sustaining.

Mr. Spearn indicated that TCHC has had a historical practice of supporting the United Way’s fundraising efforts by matching annual employee United Way payroll contributions because the agencies they fund provide much needed services to TCHC tenants. The Committee noted that consideration should be given to assessing this practice for 2017.

Mr. Spearn mentioned that a $5,000 cash donation was recently made to TCHC.  However, TCHC is not in a position to issue charitable receipts.  TCHC is working with Canada Revenue Agency to obtain a charitable registration number.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC unanimously received this report for information.

Action Item:

• Management to report to the Committee with a review of the Scholarship Programs TCHC participates in.

TERMINATION

The GCHRCC public meeting terminated at 11:15 a.m.