Governance, Communications and Human Resources Committee (GCHRC) Meeting - June 1, 2015

Agenda

Consent Public Agenda

The Consent Agenda items listed on the Consent Public Agenda will require a resolution of the Committee but are not scheduled for a full discussion at the Committee meeting. The Committee Chair will ask for approval of the following Consent Agenda items. Committee members must indicate if they wish to request to discuss the Item, question the Item or register a vote against the Item. If an Item is removed from the Consent Agenda, it will be discussed at the end of the meeting. 

1. Approval of Agenda     

Action: Resolution to approve the agenda

Pre-read: Agenda

2. Confirmation of the GCHRCC Public Meeting Minutes of March 23, 2015

Action: Resolution to confirm the public minutes

Pre-read: Minutes

3. Business Arising from the Minutes and Committee Action Items Update

Action: Resolution to receive for information

Pre-read: Action Item List

4. Compliance Reporting, Q1-2015

Action: Resolution to receive for information

Pre-read: GCHRCC:2015-27

5. AGM Protocol for TCHC’s Wholly-Owned Subsidiaries

Action: Committee and Board Approval

Pre-read: GCHRCC:2015-28

6. Tenant Board Member Selection Process Update

Action: Information

Pre-read: GCHRCC:2015-29

7. 2015 Policy Review Schedule

Action: Information

Pre-read: GCHRCC:2015-32

8. Update: Service Manager Assessment and Housing Task Force

Action: Information

Pre-read: GCHRCC:2015-34

Public Meeting Agenda Items

Report from the GCHRCC Chair

9. Chair’s Report and Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair, GCHRCC

Corporate Governance Reports:

10. Amended Subsidiary Governance Framework

Action: Committee and Board Approval

Pre-read: Report to follow

Presenter: General Counsel and Corporate Secretary

11. Accessibility Policy

Action: Committee and Board Approval

Pre-read: GCHRCC:2015-31

Presenter: VP, Asset Management

Government Relations/ Corporate Communications Report:

12. Government Relations Strategy Update

Action: Information

Pre-read: GCHRCC:2015-33

Presenter: Director, Strategic Planning & Stakeholder Relations

TERMINATION    

Items deferred to September 29, 2015 GCHRCC Meeting:

1. Annual Review of Corporate Communications and Branding Strategies of the Corporation    
2. Lobbyist Registry Update 

Consent Closed Agenda

The Consent Agenda items listed on the Consent Closed Agenda will require a resolution of the Committee but are not scheduled for a full discussion at the Committee meeting. The Committee Chair will ask for approval of the following Consent Agenda items. Committee members must indicate if they wish to request to discuss the Item, question the Item or register a vote against the Item. If an Item is removed from the Consent Agenda, it will be discussed at the end of the meeting.

A. Approval of Agenda

Recommendation: Resolution to approve the agenda

Pre-read: Agenda

B. Confirmation of the GCHRCC In Camera Meeting Minutes:

• April 13, 2015
• May 20, 2015    

Recommendation: Resolution to confirm the in camera 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

D. Confidential report respecting matters that should be limited to the members of the bargaining committee

Recommendation: Resolution to receive for information

Pre-read: GCHRCC:C2015-37

Closed Meeting Agenda Items

Corporate Governance Reports:

E. Confidential report respecting matters that are or may be the subject of litigation or potential litigation, including matters before administrative tribunals, affecting the Corporation

Action: Information

Pre-read: GCHRCC:C2015-35

Presenter: General Counsel and Corporate Secretary

F. Confidential report respecting legal advice that is subject to solicitor-client privilege including communications necessary for that purpose

Action: Information

Pre-read: GCHRCC:C2015-36

Presenter: Chief Financial Officer & Treasurer

G. Confidential report respecting matters that are not required to be disclosed under the Municipal Freedom of Information and Protection of Privacy Act, including but not limited to personal matters about identifiable individuals and recommendations of proposed policy or processes

Action: Information

Pre-read: Verbal Report

Presenter: General Counsel and Corporate Secretary

In Camera Agenda Items

Human Resources Report:

H. Confidential report respecting matters that are not required to be disclosed under the Municipal Freedom of Information and Protection of Privacy Act, including but not limited to personal matters about identifiable individuals and recommendations of proposed policy or processes

Action: Information    

Pre-read: Verbal Report

Presenter: VP, Human Resources

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 June 1, 2015, in the Main Floor Conference Room, 931 Yonge Street, Toronto, ON M4W 2H2, and via teleconference commencing at 8:33 a.m.

Committee Directors in Attendance:

Christian Buhagiar, Chair 

Brian Kwan, Vice Chair 

Councillor Joe Cressy (via teleconference)

Committee Directors Absent:

Munira Abukar 

Also Present:

Marta Asturi, Legal Counsel & Assistant Corporate Secretary

Cathy Barker, Vice President, Human Resources

Jason Gorel, Chief Financial Officer & Treasurer

Hugh Lawson, Director, Strategic Planning and Stakeholder Communications

Graham Leah, Vice President, Asset Management

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

Pamela Spencer, General Counsel and Corporate Secretary 

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

Approval of the Consent Public Agenda Items 1-8

The Consent Public Agenda is comprised of the following public Items:

1. Approval of Agenda.
2. Confirmation of the GCHRCC Public Meeting Minutes of March 23, 2015.
3. Business Arising from the Minutes and Committee Action Items Update.
4. Compliance Reporting, Q1-2015.
5. AGM Protocol for TCHC’s Wholly-Owned Subsidiaries.
6. Tenant Board Member Selection Process Update.
7. 2015 Policy Review Schedule.
8. Update: Service Manager Assessment and Housing Task Force.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Councillor Cressy and carried, the GCHRCC unanimously approved the Public Agenda and Consent Agenda Item 3. The Chair advised that he had no remarks for Item 9. 

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 - Confirmation of Public Meeting Minutes of March 23, 2015

The GCRHCC had before it the above-captioned minutes.

For internal consistency, the Chair requested that all Consent Agenda Items be listed in the minutes.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Councillor Cressy and carried, the GCHRCC unanimously confirmed the minutes of March 23, 2015 as amended.

Item 4 - Compliance Reporting, Q1-2015, GCHRCC:2015-27

The GCHRCC had before it the above-captioned report (GCHRCC:2015-27) from the Interim President and Chief Executive Officer.

The GCHRCC discussed the report and requested that, going forward, the Compliance Certificate address areas of compliance beyond financial compliance. 

Motion carried

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

Item 5 - AGM Protocol for TCHC's Wholly-Owned Subsidiaries, GCHRCC:2015-28

The GCHRCC had before it the above-captioned report (GCHRCC:2015-28) from the General Counsel and Corporate Secretary.

Management confirmed that all wholly-owned TCHC’s subsidiaries will hold their AGMs by written resolution.

The GCHRCC requested that the report be amended prior to forwarding it to the Board of Directors by amending Recommendation (2) to specifically indicate that all the wholly-owned subsidiaries listed in Recommendation (1) permit written resolutions in lieu of holding a shareholder’s meeting.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Councillor Cressy and carried, the GCHRCC unanimously adopted the report as amended and resolved to forward the amended report to the Board of Directors to:

1. as sole shareholder, conduct an Annual Meeting of the Shareholder via written resolution to consider all necessary matters for the following TCHC wholly-owned subsidiaries:
   1. 2001064 Ontario Inc.
   2. Access Housing Connections Inc.
   3. Alexandra Park Development Corporation
   4. Allenbury Gardens Development Corporation
   5. Don Mount Court Development Corporation
   6. Housing Services Inc.
   7. Leslie Nymark Development Corporation
   8. Railway Lands Development Corporation
   9. Regent Park Development Corporation
   10. Toronto Affordable Housing Fund
   11. Toronto Community Housing Enterprises Inc.;
2. authorize the TCHC Interim President and Chief Executive Officer to represent the shareholder, TCHC, and conduct the annual meeting via written resolution in form attached as Appendix 1; and
3. authorize the TCHC Interim 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 6 - Tenant Board Member Selection Process Update, GCHRCC:2015-29

The GCHRCC had before it the above-captioned report (GCHRCC:2015-29) from the General Counsel and Corporate Secretary.  

The GCHRCC noted that out of the total of 320 eligible voters (Tenant Representatives only), less than half (154) voted.  The GCHRC requested comparable data from prior years with respect to voting participation.

Management explained the steps required to have the results publicly announced. The City Council will meet in the first week of June to appoint the successful candidates.

Deferred

The GCHRCC unanimously deferred the report to a future meeting.

Item 7 - 2015 Policy Review Schedule, GCHRCC:2015-32

The GCHRCC had before it the above-captioned report (GCHRCC:2015-32) from the Interim President and Chief Executive Officer.  

The GCHRCC discussed the report and requested staff to forward this schedule to the BIFAC, to determine which policies should be reviewed by the Internal Audit Department.

The Committee and Management discussed the timing as to whether the 21 policies planned for Board review and approval in 2015 will still be reviewed by the Board prior to the year end, and the required resources for completion of the policy review process. 

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Councillor Cressy and carried, the GCHRCC unanimously received the report for information and resolved that the report be forwarded to the BIFAC.

Item 8 - Update: Service Management Assessment and Housing Task Force, GCHRCC:2015-34

The GCHRCC had before it the above-captioned report (GCHRCC:2015-34) from the Interim President and Chief Executive Officer.  

Management reported that in late April 2015, the Project Reference Group, including City and TCHC staff, reviewed the draft final report by the consultant retained by the City to conduct the Service Manager Assessment. There has been no significant changes to date with respect to the Service Manager Assessment. The Project Reference Group will revisit the draft final report, which will include the City’s recommendations in light of the consultant’s findings for presentation at the July 23, 2015 TCHC Board of Directors meeting.

Motion carried

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

Item 9 - Chair's Report and Remarks (Verbal)

No comments or remarks from the Chair.

Item 10 - Amended Subsidiary Governance Framework (Withdrawn)

Deferred

The GCHRCC unanimously deferred the report to its September 2015 meeting.

Item 11 - Accessibility Policy, GCHRCC:2015-31

The GCHRCC had before it the above-captioned report (GCHRCC:2015-31) from the Interim President and Chief Executive Officer.  

Management explained the accessibility focus areas within the policy: accessible customer service, accessible homes, and accessible workplaces.

Action Item:

The GCHRCC resolved to defer the matter and recommended more detail in an amended  report to the Committee with respect to the following matters:

• resident consultation and engagement processes
• the proposed action plan , including more specific deadlines with respect to implementation and reporting to the Committee/Board
• resources needed and implementation costs
• benchmarking information available in the industry, and best practices used in the industry by comparable organizations that provide exceptional standards of accessibility
• alignment of the policy with diversity initiatives in the organization.

Management reported as follows: 

• Confirmed that the residents have been engaged in three in-depth consultation sessions in TCHC communities. 
• The residents have supported the development and implementation of the Accessibility Policy. 
• Confirmed that there is an action plan in place and will report back with respect to timelines. 
• Management reports to the Board a capital ledger at divisional level. 
• The training costs will be included as part of the policy implementation cost. 
• A process for hiring an Accessibility Director is underway. 
• The underlined text in the policy represents the links on the website.

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Councillor Cressy and carried, the GCHRCC unanimously reviewed the report and requested that management provide a revised report to the Committee, addressing the additional information discussed at this meeting.

Item 12 - Government Relations Strategy Update, GCHRCC:2015-33

The GCHRCC had before it the above-captioned report (GCHRCC:2015-33) from the Interim President and Chief Executive Officer.  

A discussion ensued, including the following key points:

• A new Manager of Shareholder Relations has been hired.
• GCHRCC and Management discussed any compliance elements under the Shareholder Direction as it relates to the Government Relations Strategy.  

Action item:

• The GCHRCC requested Management to report back to clarify which rules govern the development of TCHC’s government relations strategy such as the Shareholder Direction, and how TCHC is in compliance with these rules. 

Motion carried

ON MOTION DULY MADE by Mr. Kwan, seconded by Councillor Cressy and carried, the GCHRCC unanimously received the report for information and requested Management to report back with an update on the government relations strategy, including the details discussed at this meeting.

Public Meeting Proceedings

The GRHRC resolved to terminate the public meeting at 9:22 a.m.