Governance, Communications and Human Resources Committee (GCHRC) Meeting - November 13, 2015

Agenda

Consent Closed Agenda (8:30 a.m. to 9:00 a.m.)

The Consent Closed 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 Closed Agenda, it will be discussed at the end of the meeting. 

A. Approval of Closed Meeting Agenda

Recommendation: Resolution to approve the agenda

Pre-read: Agenda

B. Confirmation of the GCHRCC Closed Meeting Minutes and In Camera Minutes of October 19, 2015

Recommendation: Resolution to confirm the closed minutes

Pre-read: Minutes

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

Recommendation: Resolution to receive for information

Pre-read: Action Item List

In Camera Meeting Agenda

Corporate Governance:

D. 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:C2015-62

Presenter: General Counsel and Corporate Secretary (Interim)

Human Resources, Executive Compensation and Talent Management:

E. Confidential report respecting collective bargaining matters

Action: Committee and Board Approval

Pre-read: GCHRCC:C2015-63

Presenter: Vice President, Human Resources

F. Confidential report respecting personal matters about an identifiable individual, including an employee, and labour relations or employee negotiations

Action: Committee and Board Approval 

Pre-read: GCHRCC:C2015-64

Presenter: Vice President, Human Resources

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, a proposed or pending transaction with a third party, and recommendations of proposed policy or processes

Action: Information  

Pre-read: Verbal Report

Presenter: Vice President, Human Resources

TERMINATION

Consent Public Agenda

The Consent Public 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 Public 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 Public Agenda, it will be discussed at the end of the meeting.

1. Approval of Public Meeting Agenda

Action: Resolution to approve the agenda

Pre-read: Agenda

2. Confirmation of the GCHRCC Public Meeting Minutes of October 19, 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, Q3-2015

Action: Resolution to receive for information 

Pre-read: GCHRCC:2015-54

5. Policy Management Framework Update and Policy Inventory

Action: Resolution to receive for information

Pre-read: GCHRCC:2015-55

Public Meeting Agenda

Report from the GCHRCC Chair:

6. Chair’s Report and Remarks

Action: Information

Pre-read: Verbal Report

Presenter: Chair, GCHRCC

Corporate Governance:

7. Update on Enterprise Risk Management

Action: Information

Pre-read: GCHRCC:C2015-56 and PowerPoint Presentation

Presenter: Director, Risk Management

8. Update on Corporate Emergency Response Plan

Action: Information

Pre-read: GCHRCC:2015-57 and PowerPoint Presentation

Presenter: Director, Risk Management & Insurance

9. Review of Directors & Officers Liability Insurance Coverage

Action: Information

Pre-read: GCHRCC:2015-58

Presenter: Director, Risk Management

10. Amended Subsidiary Governance Framework

Action: Committee and Board Approval

Pre-read: GCHRCC:2015-59

Presenter: General Counsel and Corporate Secretary (Interim)

11. Director Resignation

Action: Committee and Board Approval

Pre-read: GCHRCC:2015-60

Presenter: General Counsel and Corporate Secretary (Interim)

Corporate Compliance:

12. Policy Approval – Code of Conduct

Action: Committee and Board Approval

Pre-read: GCHRCC:2015-61

Presenter: Vice President, Human Resources & General Counsel and Corporate Secretary (Interim)

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 November 13, 2015, 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:

Christian Buhagiar, Chair

Brian Kwan, Vice Chair – via teleconference

Robert Carlo 

Other Directors in Attendance:

Catherine Wilkinson

Regrets:

Councillor Joe Cressy

Also Present:

Marta Asturi, Legal Counsel and Assistant Corporate Secretary

Cathy Barker, Vice President, Human Resources

Sarah Dionne, Manager, Enterprise Risk Projects

Ismail Ibrahim, Interim General Counsel and Corporate Secretary 

Hugh Lawson, Director, Strategic Planning & Stakeholder Relations

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

Helen Trajanos, Director, Risk Management

Lindsay Viets, Business Planner

Guests:

Marsh Canada Ltd.

Lily Yu, Senior Vice President

Jennifer Hill, Senior Vice President

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 1-5

The Consent Public Agenda is comprised of the following public agenda items:

1. Approval of Public Meeting Agenda.
2. Confirmation of the GCHRCC Public Meeting Minutes of October 19, 2015.
3. Business Arising from the Minutes and Committee Action Items Update.
4. Compliance Reporting, Q3-2015.
5. Policy Management Framework Update and Policy Inventory.

Motion carried

ON MOTION DULY MADE by Mr. Carlo, seconded by Mr. Kwan and carried, the GCHRCC unanimously approved the Public Consent Agenda Items 1 to 4.  Consent Public Agenda Item 5 was removed from the Consent Public Agenda and discussed as part of the Public Meeting Agenda items.

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. The GCHRCC members declared a conflict with Public Agenda Item 9 “Review of Directors & Officers Liability Insurance Coverage.” 

Item 2 - Confirmation of Public Meeting Minutes of October 19, 2015

The GCRHCC had before it the above-captioned minutes.

Motion carried

ON MOTION DULY MADE by Mr. Carlo, seconded by Mr. Kwan and carried, the GCHRCC unanimously confirmed the minutes of October 19, 2015.

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

Motion carried

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

Item 4 - Compliance Reporting, Q3-2015, GCHRCC:2015-54

The GCHRCC had before it the above-captioned report (GCHRCC:2015-54) from the President and Chief Executive Officer (Interim).  

Motion carried

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

Item 5 - Policy Management Framework Update and Policy Inventory, GCHRCC:2015-55

The GCHRCC had before it the above-captioned report (GCHRCC:2015-55) from the President and Chief Executive Officer (Interim).

A discussion ensued, including the following:

• Management responded to questions raised by the GCHRCC with respect to Management’s assessment of the Policy Framework and how to address any gaps in the policies through an ongoing review of the framework and policy review schedule.
• Management confirmed that the City of Toronto’s policies have been considered when drafting and reviewing TCHC policies.
• The GCHRCC emphasized the importance of sharing procedures to some of the policies with the Board of Directors, as well as having a well-established process in place to determine how to prioritize and update policies.  The GCHRCC noted for Management the tenant complaint process as a priority, and visibility of the arrears collection repayment procedure at the Board level.

Motion carried

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

Item 6 - Chair's Report and Remarks (Verbal)

The Chair presented a verbal update on discussions that took place in the closed meeting.

The Interim General Counsel and Corporate Secretary provided a verbal update to the GCHRCC with respect to its request for Management to review transparency measures in the reports to the Board and the public.

The GCHRCC unanimously received the report for information.

Item 7 - Update on Enterprise Risk Management, GCHRCC:2015-56

The GCHRCC had before it the above-captioned report (GCHRCC:2015-56) from the Interim General Counsel and Corporate Secretary.  

The Manager of Enterprise Risk Projects provided the GCHRCC with an overview of the Enterprise Risk Management (ERM) process and program, as follows: 

• TCHC has formed an ERM Committee, comprising Director-level representatives from all divisions, and initiated the ERM process.  In addition, 2 Board Directors were also consulted.
• While the Board of Directors has oversight of the ERM process and program, the ERM Committee’s role is to provide oversight and input for the development and corporate wide implementation of the ERM program, considering risk identification, assessment, response, and monitoring and reporting, at the strategic, operational and project/program levels.

A discussion ensued, including the following:

• The GCHRCC noted that risk management cannot be accomplished without being aware of the risk appetite of the Corporation. The process should commence with risk discussions at the Board level to identify and approve the appetite for risk. This is part of the fiduciary duty of the Board of Directors.

Action item:

Management will report back to GCHRCC and Board, in the second quarter of 2016, with risk appetite statements for approval and the status of the implementation of the corporate wide ERM program, including highest risks identified, mitigation strategies and the proposed ERM Framework that clarifies the role of the Board and Management.

Motion carried

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

Item 8 - Update on Corporate Emergency Response Plan, GCHRCC:2015-57

The GCHRCC had before it the above-captioned report (GCHRCC:2015-57) from the Interim General Counsel and Corporate Secretary. 

The Director of Risk Management introduced the report, and the following discussion ensued:

• The focus in 2015 has been on building emergency response capacity within TCHC.
• TCHC’s Risk Management & Insurance Division has been working jointly with the City of Toronto’s Office of Emergency Management to formalize the City of Toronto’s role in TCHC’s ERP.
• During Q4 2015, Management has been providing short presentations at the Tenant Council meetings to raise awareness of the ERP and for a better understanding of the level of resident engagement in emergencies. 
• In 2016, Management’s focus will be to work with the residents, as per their expressed interest, and gather their feedback to clearly define their role in TCHC’s ERP. A flexible framework model will be developed to coordinate the residents who would like to be more involved with the ERP.
• The GCHRCC suggested Management obtain feedback from seniors who participate in the Seniors Emergency Protection Plan (SEPP).
• Simulation training underway and to be completed by end of November 2015.

Action item:

The GCHRCC requested Management to bring a follow up report on the feedback received from tenant councils on the role of residents in the ERP.

Motion carried

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

Item 9 - Review of Directors & Officers Liability Insurance Coverage, GCHRCC:2015-58

The GCHRCC had before it the above-captioned report (GCHRCC:2015-58) from the Interim General Counsel and Corporate Secretary. 

The Director of Risk Management introduced the two Marsh representatives who were in attendance. Marsh presentation on the Directors & Officers Liability Insurance was distributed as handouts at the meeting. A discussion ensued, including the following:

• As requested by the GCHRCC at its October 19, 2015 meeting, Marsh has obtained three quotes for Side A-DIC coverage for individual directors and officers. The scope of this separate coverage is to pay the losses from non-indemnifiable claims not covered by the primary insurer.
• Marsh has reviewed the three quotes received for Side A-DIC coverage and provided its recommendation in the presentation with respect to one of the proposed D&O insurance structures considered.

Motion carried

The GCHRCC unanimously received the report for information and resolved to forward the report to the Board of Directors for information. 

Item 10 - Amended Subsidiary and Joint Venture Governance Framework, GCHRCC:2015-59

Deferred

The GCHRCC had before it the above-captioned report (GCHRCC:2015-59) from the Interim General Counsel and Corporate Secretary. 

The GCHRCC discussed the report with Management, and recommended to defer the report. The GCHRCC to provide feedback to Management on the framework.

At 11:03 a.m. Mr. Kwan left the meeting.

Item 11 - Director Resignation, GCHRCC:2015-60

The GCHRCC had before it the above-captioned report (GCHRCC:2015-60) from the Interim General Counsel and Corporate Secretary.

Motion carried

The GCHRCC unanimously adopted the report and resolved to approve the following recommendations 1 and 2, subject to addressing recommendation 3, together with the Subsidiary Framework, in 2016, subsequently to the new Board of Directors commencing its term of office:

1. Receive the resignation, Attachment 1, from Audrey Wubbenhorst;
2. Authorize the Board Chair and/or the Interim General Counsel and Corporate Secretary to inform the City Manager and the City of Toronto’s Civic Appointments Office of the receipt of resignation from Audrey Wubbenhorst; and 
3. Address the vacancies with the departure of Audrey Wubbenhorst on the following Committee and Subsidiary Boards:
   1. Chair of the Resident Services Committee, 
   2. Director and Chair on the Board of 2001064 Ontario Inc.,
   3. Director and Chair on the Board of Alexandra Park Development Corporation, 
   4. Director and Chair on the Board of Regent Park Development Corporation, and
   5. Director and Chair on the Board of Toronto Affordable Housing Fund.

Item 12 - Policy Approval – Code of Conduct, GCHRCC:2015-61

The GCHRCC had before it the above-captioned report (GCHRCC:2015-61) from the President and Chief Executive Officer (Interim).

The GCHRCC and Management discussed the report, and the following discussion ensued:

• The GCHRCC noted that while management’s intent was towards phasing out the directives, they were still referenced in the revised Code of Conduct and asked whether they should be removed. Management explained that until the directives are completely eliminated, there should be assurance that they are covered by the Code of Conduct. 

Motion carried

ON MOTION DULY MADE by Mr. Carlo, seconded by Mr. Buhagiar and carried, the GCHRCC unanimously adopted the report and resolved to forward the report with the Code of Conduct to the Board of Directors for approval.

Public Meeting Proceedings

ON MOTION DULY MADE by Mr. Carlo, seconded by Mr. Buhagiar and carried, the GCHRCC resolved to terminate the public meeting at 11:11 a.m.