Governance, Communications and Human Resources Committee (GCHRC) Meeting - February 9, 2015

Consent Closed Agenda

A. Approval of Agenda

Recommendation: Resolution to approve the agenda

Pre-read: Agenda

B. Receipt of the former GRHRC Closed Meeting Minutes of January 14, 2015

Recommendation: Resolution to receive the closed minutes

Pre-read: Minutes

C. Business Arising from the Minutes and Committee Action Items Update (former GRHRC)

Recommendation: Resolution to receive for information

Pre-read: Action Item List

Closed Meeting Agenda

Human Resources and Compensation Reports:

D. Confidential item with respect to matters related to labour relations

Action: Information

Pre-read: GCHRCC:C2015-03 5 minutes

Presenter: Chief Financial Officer

In Camera Agenda

Human Resources and Compensation Reports:

E. Confidential item with respect to personal matters about an identifiable individual, including negotiations with a prospective employee

Action: Committee and Board Approval

Pre-read: GCHRCC:C2015-04 15 minute

Presenter: Interim President and Chief Executive Officer

F. Confidential item with respect to personal matters about an identifiable individual and labour relations

Action: Discussion

Pre-read: Report not yet available 20 minutes

Presenter: Interim President and Chief Executive Officer

G. Confidential item with respect to personal matters about an identifiable individual and labour relations

Action: Discussion

Pre-read: Report not yet available 20 minutes

Presenter: Interim President and Chief Executive Officer

H. Confidential item with respect to personal matters about an identifiable individual and labour relations

Action: Committee and Board Approval

Pre-read: See above 20 minutes

Presenter: Chair, without Management

I. Confidential item with respect to personal matters about an identifiable individual and labour relations

Action: Committee and Board Approval

Pre-read: Verbal Report 20 minutes

Presenter: Chair, without Management

Consent Public Agenda

1. Approval of Agenda

Action: Resolution to approve the agenda

Pre-read: Agenda

2. Business Arising from the Minutes and Committee Action Items Update (Former Governance, Risk and Human Resources Committee (GRHRC))

Action: Resolution to receive for information

Pre-read: Action Item List

3. 2015 GCHRCC Work Plan

Action: Resolution to approve the work plan

Pre-read: GCHRCC:2015-05

4. Amendments to GCHRCC Charter

Action: Resolution to approve the amendments

Pre-read: GCHRCC:2015-06

5. Tenant Directors’ Process for Appointment - Update

Action: Resolution to receive for information

Pre-read: GCHRCC:2015-07

Public Meeting Agenda

Corporate Governance Reports:

6. Update on Auditor General Risk Assessment

Action: Information

Pre-read: GCHRCC:2015-08 5 minutes

Presenter: General Counsel and Corporate Secretary

Update on Auditor General Risk Assessment Government Relations and Corporate Communications Report:

7. Update: Service Manager Assessment and Housing Task Force

Action: Information

Pre-read: GCHRCC:2015-09 10 minutes

Presenter: Director, Strategic Planning & Stakeholder Relations

8. Update on Executive Compensation Policy Project

Action: Discussion

Pre-read: Verbal Report

Presenter: Chair

TERMINATION

Public Minutes

The Governance, Communications, Human Resources and Compensation Committee (GCHRCC or Committee) of Toronto Community Housing Corporation (TCHC) held a public meeting on February 9, 2015, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 10:29 a.m.

Committee Directors in Attendance:

Christian Buhagiar, Chair
Brian Kwan, Vice Chair

Ex-Officio Director in Attendance:

Norman (Bud) Purves

Committee Directors Absent:

Munira Abukar

Councillor Joe Cressy

Also Present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

Greg Spearn, Interim President and Chief Executive Officer

Pamela Spencer, General Counsel and Corporate Secretary, Interim Vice President, Human Resources

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

Item 1 – Approval of the Consent Public Agenda

ON MOTION DULY MADE by Mr. Purves, seconded by Mr. Kwan and carried, the GCHRCC unanimously approved the agenda as presented.

Declaration of Conflict of Interest

The Chair requested members of the 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 2 – Business Arising from the Minutes and Committee Action Items Update (Former Governance, Risk And Human Resources Committee)

Motion carried

ON MOTION DULY MADE by Mr. Purves, seconded by Mr. Kwan and carried, the GCHRCC unanimously received the report for information.

Item 3 – 2015 GCHRCC Work Plan, GCHRCC:2015-05

The GCHRCC had before it the above-captioned report (GCHRCC:2015-05) from the General Counsel and Corporate Secretary.

Motion carried

ON MOTION DULY MADE by Mr. Purves, seconded by Mr. Kwan and carried, the GCHRCC unanimously received the report for information.

Item 4 – Amendments to GCHRCC Charter, GCHRCC:2015-06

The GCHRCC had before it the above-captioned report (GCHRCC:2015-06) from the General Counsel and Corporate Secretary.

Motion carried

ON MOTION DULY MADE by Mr. Purves, seconded by Mr. Kwan and carried, the GCHRCC unanimously adopted the report and recommended that the report be forwarded to the Board of Directors for approval.

Item 5 – Tenant Directors 2015 Nomination Process, Update GCHRCC:2015-07

The GCHRCC had before it the above-captioned report (GCHRCC:2015-07) from the General Counsel and Corporate Secretary.

Motion carried

ON MOTION DULY MADE by Mr. Purves, seconded by Mr. Kwan and carried, the GCHRCC received the report for information.

Item 6 – Update on Auditor General Risk Assessment, GCHRCC:2015-08

The GCHRCC had before it the above-captioned report (GCHRCC:2015-08) from the General Counsel and Corporate Secretary.

A discussion ensued, including the following main points:

• In June 2014, the City of Toronto’s Auditor General initiated a City-Wide Risk Assessment of all major City of Toronto agencies and corporations including TCHC. This Assessment is to be used to assist the Auditor General in prioritizing his 5-Year Work Plan.
• A common questionnaire with 10 risk factors was used to conduct the Risk Assessment.
• As agreed with the Auditor General, 10 TCHC divisions completed these questionnaires which were provided to the Auditor General on October 14, 2014.
• Auditor General staff reviewed the questionnaires and conducted follow-up interviews with TCHC staff in December 2014 and January 2015.
• The information gathered from this Assessment will be used as an input in the development of the TCHC Enterprise Risk Management framework.

The GCHRCC received the report for information.

Item 7 – Update: Service Manager Assessment and Mayor’s Task Force, GCHRCC:2015-09

The GCHRCC had before it the above-captioned report (GCHRCC:2015-09). The Interim President and Chief Executive Officer presented the GCHRCC spoke to the report which provides provide information about the Service Manager Assessment (SMA) and the Mayor’s Task Force. The following main points were raised.

• The purpose of the SMA is to assess TCHC’s overall effectiveness as an organization. It comprises four main elements: mandate, organizational capacity, organizational resources and relationship with the City. The SMA will be carried out by a consultant retained by the Service Manager.
• An interim report on the SMA is expected shortly. Management will review the findings and submit their input to the Chair of the Board of Directors for his review.
• Once the Consultant has completed its Report, the Service Manager will issue recommendations that will be provided to the TCHC Board of Directors.
• The Service Manager will provide a further update to the Board on the SMA at its February 19, 2015 meeting.

The GCHRCC received the report for information.

Item 8 – Update on Executive Compensation Framework Project, Verbal

The Chair of the GCHRCC presented a verbal update on this matter, including the following points:

• A consultant, Global Governance Advisors (GGA) has been retained through a public tendering process to work on the Executive Compensation Framework.
• The Framework will be delivered to the Shareholder by April 1, 2015 as requested.
• The Framework will follow the leading practice in the industry and will be in compliance with the Shareholder Direction.
• On February 10, 2015, the Chair of the GCHRCC, GGA will meet with Mercer (Canada) Limited, together with the Interim Vice President, Human Resources, to discuss the alignment between the Executive Compensation Framework and the 2014 Management/Exempt Compensation Review conducted by Mercer (Canada) Limited.
• The proposed Executive Compensation Framework will be presented to the GCHRCC at its March 23, 2015 meeting for review and to recommend it to the Board for approval at its March 30, 2015 meeting.

The GCHRCC received the report for information.

Public Meeting Proceedings

The GRHRC terminated the public meeting at 10:44 a.m.