Governance, Communications and Human Resources Committee (GCHRC) Meeting - February 3, 2017

Public Agenda (Revised)

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 December 6, 2016

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 Q3 2016

Action: Information

Pre-read: GCHRCC: 2017-02

Presenter: Interim President & CEO

Update on Emergency and Unplanned Service Disruptions Communications Standards

Action: Information

Pre-read: GCHRCC: 2017-03

Presenter: Interim President & CEO

3. Conflict of Interest Policy for Board Members

Action: Discussion

Pre-read: GCHRCC: 2017-04

Presenter: General Counsel & Corporate Secretary

4. Webcasting Committee Meetings

Action: Information

Pre-read: GCHRCC: 2017-05

Presenter: General Counsel & Corporate Secretary

5. Tenant/Director Complaint Handling Protocol (see Item 3)

Action: Approval

Pre-read: Verbal

Presenter: General Counsel & Corporate Secretary

6. Employee Policy Review:

Discrimination and Harassment Policy 

Action: Discussion

Pre-read: GCHRCC: 2017-07

Presenter: General Counsel & Corporate Secretary

Workplace Violence Policy

Action: Discussion

Pre-read: GCHRCC: 2017-08

Presenter: General Counsel & Corporate Secretary

7. Allenbury Gardens – New Joint Venture Entity

Action: Approval

Pre-read: GCHRCC: 2017-09

Presenter: VP, Development (Interim)

TERMINATION

Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on February 3, 2017, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 9:55 a.m. 

Committee Directors in Attendance:

Pamela Taylor, Chair

Joseph Kennedy

Catherine Wilkinson

Councillor Joe Cressy (by teleconference – joined meeting at 10:00 a.m. and departed at 10:40 a.m.) 

Ex Officio Directors in Attendance:

Norman (Bud) Purves (by teleconference) – departed at 11:08 a.m.

Other Directors in Attendance:

None

Regrets:

None

Management Present: 

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

Mark Johnson, General Counsel and Corporate Secretary 

Ted Millward, Legal Counsel, Corporate 

Cheryl D'Souza, Senior Legal Counsel – Real Estate 

Vincent Tong, Senior Development Manger 

Bruce Malloch, Director, Strategic Communications 

Leslie Gash, Development Director

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 that a verbal report on collective bargaining and an update on litigation and investigation for Q4 2016 have been received in the in-camera session. The Chair stated that going forward, more items on the working agenda should be moved to the public session when possible.

Item 2A - Approval of Public Agenda and Review of Agenda Order

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 December 6, 2016

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC confirmed the above-captioned minutes without amendments.

Councillor Cressy joined the meeting by telephone at 10:00 a.m.

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

Motion carried 

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

Action Items: 

1. Re: Report:TCHC:2016-52 Participatory Budget (PB)Consultation Results – GCHRCC asked Management to include in the report information on the recent history and monetary amounts of TCHC’s donations to other agencies. 
2. Re: Report:GCHRCC:2016-37 Compliance Reporting, Q2-2016.  GCHRCC asked management to provide information on staff consultations with tenants with regard to AODA compliant communications used for emergencies and service disruptions. 
3. GCHRCC asked management to provide a specific meeting date in 2017 for the Communications Plan to come to the Committee. 

Item 2E - Compliance Reporting Q3 2016, GCHRCC:2017-02

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 2F - Update on Emergency and Unplanned Service Disruptions Communications Standards, GCHRCC:2017-03

Mr. Malloch presented the Update on Emergency and Unplanned Service Disruptions Communications Standards Report to the Committee. Discussion ensued.

The Committee commented that the standards should also address other unanticipated emergencies, such as floods, which would have significant impacts on tenants, but are not listed in the above captioned report.

Mr. Malloch indicated that the 12 most common service disruptions or emergency situations listed in the report was based on the frequency of occurrence as recorded by the client call centre. He advised that floods can be added to the list. Mr. Malloch indicated in all emergency situations staff would follow the steps described in the report.

The Committee noted the challenge staff members face to compile the vulnerable tenants list which may exclude at risk tenants who have not identified themselves as vulnerable. It was suggested that communications with senior tenants should also be reviewed.

Per the Committee’s suggestion, management will forward the report to the members of the RSC for their information.  

Motion carried

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

Action Items:

1. Forward the report to the members of the RSC for their information.
2. Provide information on staff consultations with tenants with regard to AODA compliant communications used for emergencies and service disruptions.

Item 3 - Conflict of Interest Policy for Board Members, GCHRCC:2017-04

Mr. Johnson presented a draft Conflict of Interest Policy for Board Members to the Committee and asked Committee members to forward any comments to him. Discussion ensued.

It was suggested that the following matters be addressed in the policy:

• Directors who take on commitments that require them to be elsewhere and unable to participate in the Board at a minimal level;
• Directors that are also Councillors, and reference to related/aligned policies;
• Directors that apply for a TCHC position;
• Situations where an employee or an outside third party alleges a conflict of interest on the part of a Director;
• Conflicts of interest that arise as a result of Board members and employees who also serve as Board members of a TCHC subsidiary.
• The timing of when a declaration of a conflict must be made. 

Mr. Johnson identified that currently TCHC does not have a formal protocol for Directors handling complaints from tenants and suggested a need to address this through the policy or through guidelines for the Board.

The Committee expressed some concern regarding a centralized complaints process, given issues the organization has experienced with centralizing other processes.

The Committee identified and acknowledged the need to protect Board member liability related to receiving complaints, but also emphasized that a clear streamlined process for addressing complaints received by Board members needs to be articulated to ensure they are responded to adequately and in a timely fashion.

The Committee also identified the unique position that the Board members who are councillors face, given that tenants are also their constituents. The need for the policy to align with existing policies and protocols for councillor Board members was identified.

The Committee will forward comments to Mr. Johnson or Ms. Taylor, and a revised draft will be prepared and brought back to the Committee for review.

Item 4 - Webcasting Committee Meetings, GCHRCC:2017-05

Mr. Johnson provided the GCHRCC with the costs required for webcasting committee meetings. Discussion ensued.

The GCHRCC Chair will announce at the next public Board meeting that webcasting of committee meetings will be implemented on a trial basis for 2017.

Motion carried 

ON MOTION DULY MADE by Ms. Wilkinson, seconded by Mr. Kennedy and carried, the GCHRCC unanimously approved the implementation of a one-year trial period for webcasting of committee meetings.

Item 5 - Tenant/Director Complaint Handling Protocol

The above captioned topic was included in the discussion held for Item 3.

Item 6A - Employee Policy Review: Discrimination and Harassment Policy, GCHRCC:2017-07

Mr. Johnson presented a draft Discrimination and Harassment Policy to the Committee and asked Committee members to forward any comments to him.

Mr. Johnson indicated that the draft policy may be split into separate policies for discrimination and harassment respectively.

The Committee enquired about staff training requirements.  Ms. Barker noted that processes are in place to meet training requirements for staff where it is mandated by legislation.

Once the Committee has forwarded comments to Mr. Johnson a revised draft will then be prepared and brought back to the Committee for review at a future meeting.

Councillor Cressey left the meeting at 10:40 a.m.

Item 6B - Employee Policy Review: Workplace Violence Policy, GCHRCC:2017-08

Mr. Johnson presented a draft Workplace Violence Policy to the Committee. Discussion ensued.

It was suggested that the Committee continue to review the policy and forward comments to Mr. Johnson offline. A revised draft will then be prepared and brought back to the Committee for review at a future meeting.

Item 7 - Allenbury Gardens – New Joint Venture Entity, GCHRCC:2017-09

Mr. Spearn presented the report. He advised that VIVO Residences Inc. (VIVO) is the intended new single purpose entity, the trustee/nominee that will hold legal title to the third market block in Allenbury Gardens. VIVO will also act as the condominium declarant and be the registrant under TARION, as required pursuant to the Ontario New Home Warranties Plan Act. Allenbury Gardens is unique in that TCHC is a 70% equity partner in the market projects. TCHC receives 70% of the market proceeds until the cost of the rental replacements units are covered, at which point the profit share flips to 70% in favour of the developer partner. Staff have had 2 meetings with the Shareholder with regard to this matter and no concern was raised. 

Ms. Gash and Ms. D’Souza presented a PowerPoint presentation and answered questions from the Committee. 

It was suggested that going forward, meetings with the Shareholder on the creation of new entities should be included in the list of significant meetings with the Shareholder. 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.

Motion carried 

ON MOTION DULY MADE by Mr. Kennedy, seconded by Ms. Wilkinson and carried, the GCHRCC resolved to recommend this report to the Board of Directors for ratification of the following:

1. 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.
2. Authorize the President and Chief Executive Officer (Interim) and the General Counsel and Corporate Secretary to take all necessary actions and execute all documents and resolutions required to implement the above recommendations.

TERMINATION

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