Governance, Communications and Human Resources Committee (GCHRC) Meeting - January 28, 2020

Public Agenda

9:00 - Chair’s Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair

9:05 - Consent agenda

Approval of Public Meeting Agenda

Action: GCHRC 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 the Public Meeting Minutes of November 21, 2019

Action: GCHRC Approval

Pre-read: Minutes

Presenter: Chair

9:10 - Business Arising from the Public Meeting Minutes and Action Items Update

Action: Information

Pre-read: Action Item List

Presenter: Chair

9:15 - Review of Board and Committee Charters

Action: GCHRC & Board Approval

Pre-read: GCHRC:2020-01

Presenter: General Counsel & Corporate Secretary

9:35 - Providing Information to the Board of Directors

Action: GCHRC Approval

Pre-read: GCHRC:2020-02

Presenter: General Counsel & Corporate Secretary

9:40 - Deputation Policy for Stakeholders

Action: Information

Pre-read: GCHRC:2020-03

Presenter: General Counsel & Corporate Secretary

9:50 - 2020 Board and Committee Meeting Schedule

Action: GCHRC & Board Approval

Pre-read: GCHRC:2020-04

Presenter: General Counsel & Corporate Secretary

9:55 - Board Evaluation

Action: GCHRC & Board Approval

Pre-read: GCHRC:2020-05

Presenter: General Counsel & Corporate Secretary

9:55 - 2020 GCHRC Work Plan

Action: Information

Pre-read: GCHRC:2020-06

Presenter: General Counsel & Corporate Secretary

TERMINATION
 

Public Meeting Minutes

The Governance, Communications and Human Resources Committee (“GCHRC”) of Toronto Community Housing Corporation (“TCHC”) held a public meeting on January 28, 2020, in the Main Floor Conference Room, 931 Yonge Street, Toronto, and via teleconference commencing at 9:19 a.m.

Committee Director in Attendance:

Brian Smith, Chair

John Campbell

Debbie Douglas(via teleconference)

Councillor Paula Fletcher 

Ubah Farah 

Committee Director in Absent:

N/A

Management Present:

Kevin Marshman, President and Chief Executive Officer 

Darragh Meagher, General Counsel and Corporate Secretary

Ceilidh Wilson, Assistant Corporate Secretary (Acting)

Genevieve Currie, Ombudsman Investigations Counsel

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 welcomed everyone to the meeting.

Item 2 - Approval of Public Meeting Agenda

Motion carried

ON MOTION DULY MADE by Ms. Douglas, seconded by Councillor Fletcher and carried, GCHRC approved the public meeting agenda.

Item 2B - Declaration of Conflict of Interest

The Chair requested members of GCHRC 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 - Receipt of Public Meeting Minutes of November 2019

Motion carried

ON MOTION DULY MADE by Ms. Douglas, seconded by Councillor Fletcher and carried, GCHRC received the above-captioned minutes.

Item 3 - Business Arising from the Public Meeting Minutes and Action Items Update

The Business Arising from the Public Meeting Minutes and Action Items Update was circulated prior to the meeting. Discussion pursued.

Highlights of the discussion:

• Concern was raised at the notion that Councillor Directors shouldn’t be advocating for their constituents in their capacity as Board members.
• It was noted that coming out of a meeting with Ombudsman, understanding was that all Directors have a duty as a Board member, which may be different from the other roles they hold. 

Item 4 - Review of Board and Committee Charters, GCHRC:2020-01

GCHRC had before it the above-captioned report (GCHRC:2020-01), which was circulated prior to the meeting. Mr. Meagher was available to answer questions from GCHRC members.

Highlights of discussion:

• The Chair noted that he had asked the Board Chair to inquire with the Mayor’s office as to the plans to replace Councillor Ford, for example appointing a Tenant Director. It was noted that if there is a desire to change the structure of the Board, it would need to be a formal request of City Council to review TCHC’s Board composition. 
• The GCHRC raised concern that in the BIFAC Charter, ERM requirements are too vague and there is no timeframe attached. It was noted this can be raised to BIFAC members, who are responsible for their Charter contents. 
• It was suggested that the work plans for each Committee be brought to the Board on February 20, 2020 for information to provide other Directors opportunity to flag if anything is missing. 

Motion carried

ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. Douglas and carried, GCHRC resolved to:

1. Approve the following Charter and Mandate documents and forward them to the Board for its approval:
   • Board Charter (Attachment 1);
   • Board Chair Mandate (Attachment 2);
   • Vice Chair Mandate (Attachment 3) as amended to reflect that the Vice-Chair is to be appointed by the Board and not the Board Chair; and
   • the Governance, Communications and Human Resources Committee Charter (Attachment 4);
2. Approve the following Committee Charters; forward them to the respective Committees for approval and, following such approval, to the Board for its approval:
   • Tenant Services Committee Charter (Attachment 5);
   • Building Investment, Finance and Audit Committee Charter (Attachment 6); and
   • Procurement Award Committee Chart (Attachment 7);
3. Approve the Investment Advisory Committee Charter (Attachment 8) in the form attached hereto; forward it to that Committee for its approval and, following such approval to the Building Investment, Finance and Audit Committee for its approval. 

Item 5 - Providing Information to the Board of Directors, GCHRC:2020-02

GCHRC had before it the above-captioned report (GCHRC:2020-02), which was circulated prior to the meeting. Mr. Meagher was available to answer questions from GCHRC members.

Highlights of discussion:

• This report responds to requests management have received for a more formal process to share information with the Board. 
• It is proposed that where there is an information request without recommendation attached, the request can be addressed via briefing note, which forms part of the agenda materials and allows Committee members to ask questions. Where a recommendation is attached, a supplementary or follow-up report will be provided. 
• Where briefing notes are provided offline in response to an information request, the note will be included in the next Board/Committee meeting package to be part of the public record where applicable.
• For City Council decisions that need to be brought to the Board’s attention, the protocol contemplates that decisions will be provided to GCHRC as a regular update from the Strategic Planning and Stakeholder Relations team. If Directors are aware of other Council decisions to be brought to the Board’s attention, the same process would follow.
• The GCHRC asked what the process is when City Council decisions direct that the information be provided to TCHC’s Board. 
  • Information is forwarded to the Corporate Secretary, who distributes to Directors via email and posts on the Board portal.
• The GCHRC distinguished between reporting on Council activity and Council decisions where there is direction to TCHC’s Board, and the importance of providing that direction to the Board in a timely manner.
• The Corporate Secretary asked that if Directors knew of decisions that had not been properly circulated, to flag for him so he can ensure the information is distributed.

Motion carried

ON MOTION DULY MADE by Ms. Douglas, seconded by Councillor Fletcher and carried, GCHRC resolved to approve the reporting process described in Attachment 1 to the above noted report as the mechanism to be employed in providing information updates to the Board of Directors regarding Council decisions that potentially impact TCHC and in responding to specific information requests from the Board and its Committees, and that decisions and Reports of Council are directed to Board members in a timely fashion. 

Item 6 - Deputation Policy for Stakeholders, GCHRC:2020-03

GCHRC had before it the above-captioned report (GCHRC:2020-03), which was circulated prior to the meeting. Mr. Meagher was available to answer questions from GCHRC members.

Highlights of discussion:

• The GCHRC noted that Board and Committee meetings become a venue for tenant complaints; meetings are seen as a place of last resort when their concerns have not been addressed.
• The GCHRC suggested it would be useful to have the Ombudsman attend and speak to the types of complaints heard by the Board in terms of how well things are being dealt with, what changes should be made, how issues are being managed, etc. 
• The report includes examples of how other Committees of the City deal with deputations at their meetings.
• The list of questions included is intended to be put to Directors and members of the public in February, as well as posted on the website for public comment. Questions are open-ended to allow for other suggestions.
• The goal is to balance interest of hearing from deputants with the Board’s concern of having effective meetings to deal with matters on the agenda. Board and Committee meetings shouldn’t be town halls. 
• The GCHRC noted that an efficient deputation process is the responsibility of the Chair.
• The GCHRC suggested having town halls for tenants to attend and speak to what is and is not working. Meetings could be arranged geographically to hear what is happening in the three areas of the city. Management noted that the COO hosted tenant engagement meetings in November, with more planned for February.
• The GCHRC determined that no changes are required to the policy.
• The GCHRC expressed concern with the layout of the room, which lends poorly to deputations.
  • Management have begun the process of exploring options to reorient the room for Board meetings. Options will be brought to the Board for consideration.
• It was noted that Management spoke with the City Clerk’s office re: using space at City Hall, who advised that if the City needed the space, the City’s use would supersede TCHC. There could also be challenges securing space due to scheduling conflicts with other Committee meetings. 
• Civic Centres could be a potential meeting spot that Governance will look into.  

Action item: Corporate Secretary to report back at next GCHRC re: efforts to secure alternate times and locations for meetings and efforts to reorient the meeting room at 931 Yonge.

Action item: Corporate Secretary to meet with City Clerk to determine if TCHC is meeting the standards of the City’s open meeting requirements, including in determining in-camera vs. public items and the organization of the agenda, and report back to the GCHRC.

Motion carried

ON MOTION DULY MADE by Ms. Douglas, seconded by Mr. Campbell and carried, GCHRC resolved to confirm that, having considered the current Deputation Policy, it has determined that no amendments are required to the Policy at this time.

Item 7 - 2020 Board and Committee Meeting Schedule, GCHRC:2020-04

GCHRC had before it the above-captioned report (GCHRC:2020-04), which was circulated prior to the meeting. Mr. Meagher was available to answer questions from GCHRC members.

Highlights of discussion:

• An additional GCHRC meeting has been scheduled for September and staff will coordinate scheduling another meeting prior to May 2020.

Motion carried

ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. Farah and carried, GCHRC resolved to approve, and seek the approval of the Board, to amend the Board and Committee meeting schedules:

1. By reserving July 30, 2020 for the purpose of a meeting of the Board of Directors, if required; and
2. By adding meetings of the GCHRC on September 9, 2020 and prior to May 2020. 

Item 8 - Board Evaluation, GCHRC:2020-05

GCHRC had before it the above-captioned report (GCHRC:2020-05), which was circulated prior to the meeting. Mr. Meagher was available to answer questions from GCHRC members.

Highlights of discussion:

• The GCHRC asked that a condensed version of questions be considered; there are currently 80 questions, but many are redundant.
• The GCHRC noted concern that this item is on both the in-camera and public agendas, and questioned why the evaluation results were presented in-camera.
  • The Corporate Secretary advised that the decision as to what goes in-camera is based on the principles of the Shareholder Direction and the City of Toronto Act. For this report, there is information pertaining to identifiable individuals.
• The GCHRC asked if other City agencies have a standard format for evaluating their Boards, or if we have considered using a third party to do so.

Action item: Management to provide a more streamlined set of Board evaluation questions at the February 20th Board meeting for Directors to consider. 

Motion carried

ON MOTION DULY MADE by Mr. Campbell, seconded by Ms. Douglas and carried, GCHRC resolved to recommend to the Board of Directors to: 

1. Continue to apply the approach previously adopted by the Board in order to evaluate the Board of Directors; and
2. Direct the appropriate staff to take all necessary actions to implement recommendation 1.

Item 9 - 2020 GCHRC Work Plan, GCHRC:2020-06

GCHRC had before it the above-captioned report (GCHRC:2020-06), which was circulated prior to the meeting. Mr. Meagher was available to answer questions from GCHRC members.

Highlights of discussion:

• The work plan was drafted based on understanding of outstanding action items and with eye to reports that are regularly considered by the GCHRC.
• The GCHRC asked that the formal evaluation process for the CEO be added to the work plan for the additional date in April or May 2020.
• The work plan is not static and can be updated as items arise.

Action item: Governance to add the formal evaluation process for the CEO to the GCHRC work plan for the additional meeting date in April or May 2020.

Motion carried

ON MOTION DULY MADE by Ms. Douglas, seconded by Mr. Campbell and carried, GCHRC resolved to approve the 2020 GCHRC Work Plan as described in Attachment 1 to report GCHRC:2020-06, reflecting the addition of a Committee meeting prior to May of 2020.

TERMINATION

GCHRC resolved to terminate the public meeting at 11:06 a.m.